Legal Settlement Brief

LEGAL SETTLEMENT BRIEF

This Legal Settlement Brief (the "Brief") is made and entered into as of by and between Plaintiff: with principal address and Defendant: with principal address .

This Brief summarizes the terms agreed to settle the dispute in the action styled , Case No. pending in .

RECITALS

WHEREAS, Plaintiff has asserted claims arising out of , and Defendant has denied liability; and

WHEREAS, the parties have engaged in negotiations and desire to resolve all disputes, claims, and potential causes of action between them without further litigation; and

WHEREAS, the parties intend that the material terms set forth in this Brief will be incorporated into a final Settlement Agreement and related instruments to effectuate dismissal and releases of claims;

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

1. DEFINITIONS

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

"Effective Date" means the date on which the last required signature is obtained on the executed Settlement Agreement or this Brief, whichever is later. Effective Date:

"Released Claims" means all claims, demands, actions, suits, obligations, liabilities, and causes of action that were or could have been asserted by the releasing party arising out of the facts alleged in the litigation through the Effective Date.

2. SETTLEMENT CONSIDERATION

Defendant agrees to pay Plaintiff a total settlement sum of (the "Settlement Amount"), subject to the payment schedule and conditions set forth below. Payment of the Settlement Amount is in compromise of disputed claims and is not an admission of liability by Defendant.

3. PAYMENT TERMS

The Settlement Amount shall be paid as follows:

If an escrow agent is used, the escrow agent shall be: . All payments shall be conditioned upon receipt of a properly executed release by Plaintiff.

4. MUTUAL RELEASE

Upon receipt of the full amount required under Section 3, Plaintiff shall execute a complete release in favor of Defendant, its affiliates, predecessors, successors, agents, attorneys, insurers and assigns, releasing Released Claims. Defendant shall execute a mutual release releasing Plaintiff to the extent applicable. The releases shall be broad, final, and binding with respect to all Released Claims.

5. DISMISSAL

Within days after the Effective Date, the parties shall submit a stipulation or agreed form of order to the Court requesting dismissal of the action with prejudice, with each party bearing its own costs unless otherwise provided herein.

6. CONFIDENTIALITY

The parties agree that the terms of this settlement, including the Settlement Amount, shall be confidential and shall not be disclosed except as reasonably required to implement the settlement or as required by law. Permitted disclosures include disclosures to counsel, accountants, tax preparers, insurers and as required by court order. Any permitted disclosure shall be limited to the minimum information necessary.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Brief, that the execution and performance hereof will not violate any agreement or law, and that no other person or entity has rights that would impair the releases and obligations set forth herein.

8. TAXES

Each party is responsible for its own tax reporting and liabilities arising from the payment or receipt of the Settlement Amount except as otherwise provided in the definitive Settlement Agreement. If any withholding or reporting is required by law, the paying party shall deduct such amounts and provide appropriate documentation to the receiving party.

9. INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other party from and against any claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising from any breach of the representations, warranties, or covenants contained in this Brief or in the definitive Settlement Agreement.

10. REMEDIES

Except as otherwise expressly provided, the remedies provided herein are cumulative and in addition to any other remedies available under law or equity. A material breach of the confidentiality or release provisions shall entitle the non-breaching party to injunctive relief, in addition to any other remedies.

11. NOTICES

All notices shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, directed to the addresses provided above or such other address as the parties may designate in writing.

12. AMENDMENTS; WAIVER

This Brief may not be modified, amended, or supplemented except by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver thereof.

13. COUNTERPARTS

This Brief may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be binding.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Brief shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. If any provision of this Brief is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Brief, together with the definitive Settlement Agreement and related instruments, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior discussions, offers, and agreements.

15. EXECUTION

The parties acknowledge that this Brief is intended to memorialize the principal terms of their settlement and that they will negotiate and execute a definitive Settlement Agreement consistent with the terms set forth herein. The parties further agree to cooperate in good faith to finalize and implement such documents.

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