Legal Settlement and Offer Agreement

LEGAL SETTLEMENT AND OFFER AGREEMENT

This Legal Settlement and Offer Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Claimant Name: whose address is (hereinafter "Claimant"), and Respondent Name: whose address is (hereinafter "Respondent"). Each of Claimant and Respondent may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Claimant asserts certain claims and causes of action arising from the incident described as: occurring on or about ; and

WHEREAS, Respondent denies liability for the matters alleged by Claimant but is willing to resolve all disputes and potential claims between the Parties on the terms set forth herein to avoid protracted litigation, expense, and uncertainty; and

WHEREAS, the Parties desire to fully and finally settle and compromise all disputes, claims, demands, rights and causes of action arising out of or related to the matters described above, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, promises and releases set forth below, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

a) "Settlement Amount" means the gross monetary consideration to be paid by Respondent to Claimant pursuant to Section 2: .

b) "Released Claims" means all claims, demands, actions, causes of action, suits, obligations and liabilities, whether known or unknown, suspected or unsuspected, asserted or unasserted, that relate to or arise out of the facts described in the Recitals.

2. SETTLEMENT PAYMENT

2.1 Payment Obligation. In full and final settlement of all Released Claims, Respondent shall pay Claimant the Settlement Amount in the total gross amount set forth above. Payment shall be made by the following method: .

2.2 Payment Schedule. Respondent shall deliver the Settlement Amount to Claimant on or before Payment Due Date: . If payment is payable in installments, the schedule shall be: .

2.3 Condition Precedent. Respondent's obligation to pay is conditioned upon Claimant's execution and delivery of the releases and other documents set forth in Section 3 and Section 9.

3. RELEASES

3.1 Release by Claimant. Upon receipt of the Settlement Amount in accordance with Section 2, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, successors and assigns, hereby irrevocably and unconditionally releases and forever discharges Respondent and each of Respondent's agents, insurers, affiliates, employees, officers, directors, successors and assigns (collectively, the "Respondent Released Parties") from any and all Released Claims.

3.2 Release by Respondent. Concurrently, Respondent, on behalf of Respondent and Respondent's officers, directors, employees, agents, insurers, successors and assigns, releases Claimant and Claimant's affiliates, predecessors, successors and assigns from any claims arising out of or related to the same subject matter, except for obligations that expressly survive this Agreement.

3.3 Scope. The parties acknowledge that the releases are intended to be broad and include any and all claims whether known or unknown, including but not limited to claims for damages, attorneys' fees, costs, expenses, and any claims for contribution or indemnity arising out of the Released Claims.

4. CONFIDENTIALITY

Except as required by law or as necessary to effectuate the terms of this Agreement, the Parties shall keep the terms, amount and existence of this Agreement strictly confidential and shall not disclose such information to any third party. Disclosure is permitted to a Party's attorneys, accountants, insurers, immediate family, or as required by a court of competent jurisdiction; provided that such recipients agree to be bound by the confidentiality obligations set forth herein.

5. NO ADMISSION OF LIABILITY

The Parties expressly agree that this Agreement constitutes a compromise of disputed claims and that neither the execution of this Agreement nor any payment made or documents executed pursuant hereto shall be construed as an admission of liability, wrongdoing, or fault by any Party, all such liability being expressly denied.

6. TAXES

Each Party shall bear its own federal, state and local taxes arising as a result of any amounts paid under this Agreement unless otherwise required by applicable law. Claimant acknowledges that Claimant is solely responsible for reporting any portion of the Settlement Amount that is taxable and for payment of any taxes thereon. The Parties shall cooperate in good faith to allocate settlement consideration for tax reporting purposes if reasonably requested.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement has been duly authorized by all necessary action; and (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and equitable principles.

8. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any losses, claims, liabilities, damages or expenses (including reasonable attorneys' fees) arising from any breach of this Agreement by the indemnifying Party or from any representations and warranties that are untrue when made.

9. COOPERATION; FURTHER ASSURANCES

The Parties agree to execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the terms and intent of this Agreement. Claimant agrees to dismiss with prejudice any pending litigation referenced in the Recitals, within days after receipt of payment.

10. ATTORNEYS' FEES AND COSTS

Except as otherwise provided herein, each Party shall bear its own attorneys' fees and costs incurred in connection with the negotiation, preparation and enforcement of this Agreement. If a Party breaches this Agreement, the prevailing Party in any enforcement action shall be entitled to recover reasonable attorneys' fees and costs.

11. NOTICES

Notices to Claimant

Notices to Respondent

Notices shall be effective upon personal delivery, three (3) business days after deposit in the United States mail, postage prepaid, or one (1) business day after deposit with an overnight courier, addressed to the Party at the address set forth above or to such other address as a Party may specify by notice to the other Party.

12. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts located in that State for purposes of any suit, action or proceeding arising out of this Agreement.

13. ENTIRE AGREEMENT

This Agreement, including all exhibits and documents referenced herein, constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants or obligations except as expressly set forth in this Agreement.

14. SEVERABILITY

If any provision of this Agreement is found to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the Parties shall endeavor in good faith to replace the invalid provision with a valid provision the effect of which comes closest to that of the invalid provision.

15. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended, modified or supplemented only by a written instrument signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. This Agreement may be executed in counterparts, each of which when executed and delivered shall be an original, but all counterparts together shall constitute one and the same instrument.

16. ENFORCEMENT

The Parties acknowledge that a breach of the confidentiality or release provisions of this Agreement may cause irreparable harm for which monetary damages may be an inadequate remedy; accordingly, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief.

17. ADDITIONAL PROVISIONS

17.1 Headings. Headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

17.2 Construction. The Parties acknowledge that they, and their counsel, have reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply.

SIGNATURES

The Parties execute this Agreement intending to be legally bound.

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