Legal Settlement Direction Form

LEGAL SETTLEMENT DIRECTION FORM

This Legal Settlement Direction Form (the "Direction") is entered into as of between Claimant Name: of Claimant Address: ("Claimant"), and Payor Name: of Payor Address: ("Payor").

RECITALS

WHEREAS, Claimant asserts certain claims and causes of action arising from the matter identified as Case or File Number: (the "Claim");

WHEREAS, Payor has agreed to make a settlement payment to resolve the Claim in the gross amount of: $ payable on or before ;

WHEREAS, Claimant and Payor desire to set forth the directions and authorizations governing the distribution and handling of such settlement proceeds.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Direction, the following terms have the meanings set forth below: "Settlement Proceeds" means the gross cash consideration to be delivered by Payor to Claimant in connection with the settlement of the Claim; "Authorized Deductions" means amounts permitted to be deducted from Settlement Proceeds pursuant to Section 3.

2. DIRECTION TO PAY

Payor shall deliver the Settlement Proceeds in accordance with this Direction to the payee identified in Section 4. This Direction constitutes an instruction and authorization for Payor to disburse funds and to make deductions only as expressly provided herein. Payor shall have no duty to make any payments other than as expressly directed herein.

3. SETTLEMENT AMOUNT AND AUTHORIZED DEDUCTIONS

3.1 Gross Settlement Amount: The gross Settlement Proceeds shall be $.

3.2 Authorized Deductions: Claimant expressly authorizes Payor to deduct the following from the gross Settlement Amount prior to distribution: (a) Court-ordered liens and statutory withholdings; (b) documented and undisputed medical liens in the amount of $; (c) attorney fees and costs to be paid as set forth in Section 3.3; and (d) authorized taxes and reporting obligations.

3.3 Attorney Fees and Costs: Attorney Name: is authorized to receive fees and costs in the amount or percentage: , and to endorse and negotiate checks made payable to Claimant and Attorney jointly where applicable.

4. PAYMENT INSTRUCTIONS

4.1 Primary Payee: Settlement Proceeds, after Authorized Deductions, shall be paid to: at the address:

4.2 Payment Method (select all applicable):
Check mailed to Primary Payee Address
Wire transfer to account specified below
ACH deposit to account specified below

5. BANKING INSTRUCTIONS (IF APPLICABLE)

6. TAX WITHHOLDINGS AND REPORTING

Claimant acknowledges that certain tax withholding or reporting obligations may apply to the Settlement Proceeds. Claimant certifies that it is responsible for the accuracy of taxpayer information provided to Payor and authorizes Payor to withhold and report amounts as required by law. If backup withholding is required, the amount to be withheld shall be: $.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full corporate or individual power and authority to enter into this Direction and to perform its obligations hereunder; (b) the execution and delivery of this Direction and the performance of its obligations will not violate any agreement, order, judgment or law applicable to such party; and (c) there are no outstanding court orders or liens other than those disclosed in writing to Payor prior to execution of this Direction.

8. INDEMNIFICATION

Claimant and Payor agree to indemnify and hold each other harmless from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the representations, warranties or obligations contained in this Direction, except to the extent caused by the indemnitee's gross negligence or willful misconduct.

9. CONFIDENTIALITY

Except as required by law or court order, the parties shall keep the terms of the settlement and this Direction confidential. This confidentiality obligation does not restrict disclosure to the parties' legal and financial advisors on a need-to-know basis, provided those advisors are bound by similar confidentiality obligations.

10. NOTICES

All notices required or permitted under this Direction shall be in writing and shall be delivered to the addresses set forth below. Notices shall be deemed given when received by certified mail, hand delivery, or overnight courier.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Direction 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 waiving enforcement. This Direction may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Direction shall be governed by and construed in accordance with the substantive laws of the state identified for governing law: without regard to its conflicts of law principles. This Direction constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations and agreements. If any provision of this Direction is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. MISCELLANEOUS TERMS

13.1 Execution and Delivery: Each party represents that the signatory executing this Direction on its behalf has been duly authorized to do so. 13.2 Reliance: Payor may rely upon the written directions herein and shall be entitled to rely on any signature, certification or representation reasonably believed authentic.

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