Legal Settlement Agreement Memo

LEGAL SETTLEMENT AGREEMENT MEMO

This Settlement Agreement Memo (the Agreement) is entered into as of Effective Date: by and between Claimant Name: , with primary address ("Claimant"), and Respondent Name: , with primary address ("Respondent").

RECITALS

WHEREAS, Claimant asserts certain claims arising out of the facts described as: (the Dispute); and

WHEREAS, Respondent denies liability but is willing to resolve and settle the Dispute to avoid further expense, delay and uncertainty; and

WHEREAS, the parties desire to memorialize the essential settlement terms and the mutual releases, dismissal and other obligations in this written Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SETTLEMENT PAYMENT

1.1 Settlement Amount. Respondent agrees to pay to Claimant a total gross settlement amount of (the Settlement Amount), subject to the terms and schedule set forth herein.

1.2 Payment Schedule. Payment shall be made as follows:

1.3 Method of Payment. Payments shall be made by check or electronic transfer to the account designated by Claimant in writing. All payments shall be made in U.S. dollars and shall be sent to Claimant at the Notice Address unless otherwise directed in writing.

2. RELEASES

2.1 Claimant Release. Upon receipt in cleared funds of the full Settlement Amount as required herein, Claimant, on behalf of Claimant and Claimant's past and present agents, representatives, heirs, executors, administrators, successors and assigns, hereby unconditionally and forever releases and discharges Respondent, and its past and present subsidiaries, affiliates, officers, directors, employees, agents, insurers, predecessors, successors and assigns, from any and all claims, demands, actions, causes of action, liabilities, obligations, damages and expenses of any kind, whether known or unknown, asserted or unasserted, which arise out of or relate to the Dispute.

2.2 Mutual Covenant Not to Sue. Claimant covenants and agrees not to institute or maintain any suit or action against Respondent with respect to any Released Claims. This covenant is intended to be a bar to any subsequently instituted action based on the released matters.

3. DISMISSAL

3.1 Stipulation to Dismiss. Promptly following receipt of the final payment required hereunder, the parties shall execute and cause to be filed with the appropriate tribunal a stipulation or request for dismissal with prejudice of the pending litigation concerning the Dispute, with each party to bear its own costs of filing unless otherwise agreed in writing.

4. CONFIDENTIALITY AND NON-DISPARAGEMENT

4.1 Confidentiality. The parties agree that the terms, amount and existence of this Agreement shall be confidential and shall not be disclosed to any third party except (a) to the parties' attorneys, accountants or tax advisors who agree to be bound by similar confidentiality obligations, (b) as required by law or court order, or (c) to the extent necessary to implement or enforce this Agreement.

4.2 Non-Disparagement. Each party agrees not to make any false or disparaging statements about the other party or its officers, directors or employees. Nothing in this Section shall prohibit truthful statements made under oath or as required by law.

5. TAXES

5.1 Tax Responsibility. Each party shall be responsible for its own taxes arising from the Settlement Amount. Claimant acknowledges that Claimant is solely responsible for determining the tax consequences of the Settlement Amount and for reporting and paying any taxes due. Respondent shall provide any applicable IRS form or reporting documentation only as required by law.

6. REPRESENTATIONS AND WARRANTIES

6.1 Authority. Each party represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement and that the person executing this Agreement on its behalf is duly authorized to do so.

6.2 No Pending Claims. Each party represents that there are no outstanding agreements or legal impediments that would prevent full performance of the obligations under this Agreement.

7. ATTORNEYS' FEES AND COSTS

7.1 Each party shall bear its own attorneys' fees and costs incurred in connection with the Dispute and the negotiation and execution of this Agreement, unless otherwise expressly provided herein or required by a court.

8. NOTICE

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses below by certified mail, overnight courier or hand delivery, and shall be effective upon receipt.

9. ENFORCEMENT

9.1 Injunctive Relief. The parties acknowledge that a breach of Sections 2 or 4 would cause irreparable harm for which monetary damages would be an inadequate remedy and that either party shall be entitled to equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

9.2 Remedies Cumulative. All remedies available under this Agreement shall be cumulative and not exclusive of any other remedy available at law or in equity.

10. MISCELLANEOUS

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

10.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral.

10.3 Amendments and Waiver. This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing signed by the party against whom enforcement is sought.

10.4 Severability. If any provision of this Agreement 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.

10.5 Counterparts and Electronic Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. A signature delivered by electronic transmission or image shall be binding and have the same force and effect as an original signature.

SIGNATURES

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