Legal Settlement Account Letter

LEGAL SETTLEMENT ACCOUNT LETTER

This Settlement Account Letter ("Letter") is made and entered into on this by and between Client Name: , with principal address at (hereinafter "Payee"), and Payor Name: , with principal address at (hereinafter "Payor").

RECITALS

WHEREAS, Payee has asserted certain claims against Payor arising from or related to the facts described in the underlying matter identified as Case or Claim Reference: (the "Claim"); and

WHEREAS, Payor has agreed to provide settlement consideration to resolve all claims, and the parties desire to establish written directions for the receipt, handling, distribution and reporting of settlement funds; and

WHEREAS, the parties desire that the settlement monies be delivered in accordance with the instructions set forth herein and that certain conditions precedent be satisfied prior to disbursement.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Settlement Amount and Payment Instructions

1.1 Settlement Amount. Payor shall deliver to Payee a total gross settlement amount of $ (the "Settlement Amount"), payable by wire transfer or check as set forth below.

1.2 Payment Method. Payment shall be made by: Wire transfer Check.

1.3 Account and Remittance Details. If payment is by wire, remittance shall be made to the following account:

1.4 Timing. Payment shall be made no later than after receipt of this fully executed Letter and delivery of any required releases, tax forms and proofs of authority as set forth herein.

2. Distribution, Liens and Withholding

2.1 Distribution Instructions. Payee directs that the Settlement Amount, after deduction of agreed attorneys' fees and customary litigation costs, be distributed as described below. If applicable, itemize below:

2.2 Liens and Encumbrances. Payee represents and warrants that, except as disclosed in the field below, there are no judgments, liens, outstanding assignments, levies, or encumbrances against the amounts to be received and that Payee will be solely responsible for satisfying any such claims arising after receipt.

2.3 Tax Withholding and Reporting. Each party shall comply with all applicable federal, state and local tax reporting and withholding obligations. Payee shall provide to Payor any documentation reasonably necessary to determine payor's withholding obligations, including a completed tax identification form and a certificate of payee status. Payee Tax ID (EIN/SSN):

3. Representations, Warranties and Covenants

3.1 Payee represents and warrants that (a) it has full power and authority to enter into this Letter and to accept the Settlement Amount; (b) no assignment has been made of the Claim except as disclosed; (c) payment to the account identified herein will fully discharge Payor's obligations under the settlement agreement; and (d) Payee will execute and deliver any documents reasonably required to effectuate the release and final dismissal of the Claim.

3.2 Payor represents and warrants that it has authority to make payment as directed and that, upon payment in accordance with this Letter and the underlying settlement agreement, Payor shall have no further liability with respect to the Claim.

4. Indemnification and Release

4.1 Indemnification. Payee shall indemnify, defend and hold harmless Payor and its agents from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising from: (a) any misrepresentation or breach of the representations in this Letter; (b) any undisclosed liens, encumbrances or assignments against the Settlement Amount; or (c) any third-party claims relating to distribution of proceeds.

4.2 Release. Upon receipt of the Settlement Amount in accordance with Section 1, and subject to satisfaction of any conditions precedent set forth in Section 5, Payee shall execute and deliver a full and general release in form reasonably acceptable to Payor releasing Payor from all claims related to the Claim.

5. Conditions Precedent

5.1 The obligations of Payor to disburse the Settlement Amount are subject to the prior receipt by Payor of: (a) this Letter, fully executed by Payee; (b) any releases, dismissals or stipulated orders required by the underlying settlement agreement; (c) any required tax documentation; and (d) written evidence of authority for the individual(s) executing this Letter on behalf of Payee.

6. Notices

6.1 All notices required or permitted under this Letter shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate in writing in accordance with this provision).

7. Governing Law; Miscellaneous

7.1 Governing Law. This Letter shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

7.2 Entire Agreement. This Letter, together with the underlying settlement agreement and any schedules or exhibits expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

7.3 Amendments; Waiver. No amendment or waiver of any provision of this Letter shall be effective unless in writing and signed by the party against whom enforcement is sought. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

7.4 Severability. If any provision of this Letter is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

7.5 Counterparts. This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of an executed counterpart by electronic transmission (including PDF) shall be effective as delivery of an original.

8. Additional Administrative Information

The parties acknowledge that the terms set forth in this Letter are intended to supplement and implement the settlement agreement and to provide clear instructions for the receipt and disbursement of settlement funds. The parties further acknowledge that performance of the obligations herein is a condition to the final resolution of the Claim.

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