Legal Settlement Amount

Legal Settlement Amount

This Settlement Agreement and Release (the "Agreement") is made and entered into as of by and between Claimant Name: with an address at and Respondent Name: with an address at .

Recitals

WHEREAS, Claimant has asserted certain claims, demands, or causes of action against Respondent arising out of facts and events occurring on or before the date of this Agreement;

WHEREAS, Respondent denies any liability but desires to compromise and settle all such claims without the expense, risk, and uncertainty of further litigation; and

WHEREAS, the parties wish to memorialize the terms upon which Claimant will release Respondent in exchange for specified consideration, as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants, promises 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 Amount and Payment Terms

Respondent agrees to pay a total settlement amount of $ (the "Settlement Amount") to Claimant in full satisfaction of the claims released herein. Payment shall be made as follows:

Payment method: Lump sum Installments Escrow

If lump sum is selected, Respondent shall tender the Settlement Amount no later than to Claimant by wire transfer, certified check or other immediately available funds. If installments are selected, the parties agree to the following schedule:

If payment is held in escrow, the parties appoint Escrow Agent: and direct that funds be held in account: subject to escrow instructions attached as Exhibit A and incorporated by reference.

2. Release by Claimant

Upon receipt of the Settlement Amount in accordance with Section 1, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, successors and assigns, hereby fully and forever releases and discharges Respondent and its past and present officers, directors, employees, agents, insurers, attorneys, affiliates and successors (collectively, "Released Parties") from any and all claims, demands, causes of action, liabilities, obligations and damages of any nature whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, that arose on or prior to the effective date of this Agreement and that relate to the matters alleged in the dispute between the parties.

3. Release by Respondent

In consideration of the releases and covenants herein, Respondent hereby releases Claimant and Claimant's agents, attorneys, representatives, insurers, successors and assigns from any counterclaims or cross-claims arising from the same factual circumstances underlying the dispute, except for claims arising from a material breach of this Agreement.

4. Confidentiality

Except as otherwise required by law or as necessary to effectuate the terms of this Agreement, the parties shall keep the terms, settlement amount and negotiations strictly confidential and shall not disclose such information to any third party. Disclosure is permitted to each party's legal and tax advisors, insurers and immediate family members provided such persons are informed of and agree to the confidentiality obligations contained herein. Breach of confidentiality shall entitle the non-breaching party to injunctive relief in addition to any other remedies at law or equity.

5. No Admission of Liability

The parties expressly acknowledge and agree that this Agreement is a compromise and settlement of disputed claims. Nothing contained herein shall be construed as an admission of liability or wrongdoing by any party, which liability is expressly denied.

6. Tax Treatment and Indemnity

Each party shall be solely responsible for reporting and paying any taxes due on amounts received by that party under this Agreement. Claimant shall indemnify, defend and hold harmless Respondent from and against any tax liabilities, penalties or interest assessed against Respondent as a result of any mischaracterization by Claimant of the amounts paid hereunder, except to the extent such taxes arise from Respondent's failure to withhold as required by applicable law.

7. Representations and Warranties

Each party represents and warrants that it has full authority to enter into this Agreement, that the person signing on its behalf is authorized to do so, and that this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms. Claimant represents that Claimant has not assigned any claim released herein to any third party.

8. Breach; Remedies

If a party materially breaches this Agreement, the non-breaching party shall provide written notice of the alleged breach and a thirty (30) day period to cure. If the breach is not cured within such period, the non-breaching party may pursue any remedy available at law or in equity, including specific performance or monetary damages. The prevailing party in any enforcement action shall be entitled to recover reasonable attorneys' fees and costs.

9. Notices

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by written notice to the other party in accordance with this Section:

10. Amendments; Waiver; Counterparts

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom the waiver is asserted. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile, scanned or electronic signatures shall be binding for all purposes.

11. Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of any disputes arising under this Agreement.

12. Entire Agreement

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

13. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein to the extent permitted by law.

14. Additional Terms

The parties acknowledge that they have read this Agreement, understand its terms, and execute it voluntarily and with full knowledge of its significance.

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