Legal Settlement Documents

Settlement Agreement and Release

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

RECITALS

WHEREAS, Claimant commenced or threatened to commence certain claims, demands, actions or proceedings against Respondent arising out of or relating to the facts and events described in Claimant's claim (collectively, the Dispute); and

WHEREAS, Respondent denies liability for the Dispute but is desirous of settling and resolving all disputes between the parties on the terms and conditions set forth in this Agreement to avoid further expense, inconvenience and uncertainty; and

WHEREAS, the parties wish to memorialize the full and final settlement of the Dispute without any admission of liability;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, 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. DEFINITIONS

1.1 "Claim" or "Claims" means any and all manner of actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, and liabilities, whether known or unknown, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, arising from the facts and events forming the basis of the Dispute.

1.2 "Released Parties" means Respondent and each of its past and present parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, employees, agents, insurers and attorneys.

2. SETTLEMENT PAYMENT

2.1 In full consideration of the releases and covenants provided in this Agreement, Respondent agrees to pay to Claimant a total settlement amount of $ (the Settlement Payment), subject to the terms below.

2.2 Payment shall be made by check, wire transfer, or other agreed method to the payee designated by Claimant. All payments shall be tendered in lawful currency of the United States. The Settlement Payment shall be delivered to Claimant at the address for Notices set forth in Section 10, unless otherwise agreed in writing.

3. RELEASE AND COVENANT NOT TO SUE

3.1 Upon receipt of the Settlement Payment in accordance with Section 2, Claimant, for and on behalf of Claimant and Claimant's heirs, executors, administrators, agents, representatives, insurers, attorneys, successors and assigns, hereby fully, finally and forever releases, waives and discharges the Released Parties from any and all Claims, whether known or unknown, which Claimant ever had, now has, or may hereafter have arising out of or related to the Dispute.

3.2 The release in Section 3.1 expressly includes, without limitation, any claims for consequential, incidental, exemplary or punitive damages, and any claim for attorneys' fees or costs, except as otherwise expressly set forth in this Agreement.

4. DISMISSAL

4.1 Within days after receipt of the Settlement Payment, the party instituting any pending action relating to the Dispute shall file a stipulation of dismissal with prejudice and without costs as to the other party, each party to bear its own attorneys' fees and costs except as otherwise provided in this Agreement.

5. CONFIDENTIALITY

5.1 Except as required by law, court order, or to enforce this Agreement, the parties agree that the terms, amount and existence of this settlement shall remain confidential and shall not be disclosed to any third party without the prior written consent of the other party.

6. NO ADMISSION

6.1 The parties acknowledge and agree that this Agreement is a compromise of disputed claims and that neither the making of this Agreement nor the performance of its terms shall be construed as or deemed to be an admission of liability, fault, wrongdoing, or violation of law by any party.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that (a) it has full power and authority to enter into and perform this Agreement; (b) the person executing this Agreement on its behalf is duly authorized to do so; and (c) the execution and performance of this Agreement will not violate any agreement to which it is a party.

8. INDEMNIFICATION

8.1 Each party shall indemnify, defend and hold harmless the other party from and against any and all liabilities, losses, damages, claims and expenses (including reasonable attorneys' fees) resulting from any breach of this Agreement or from any negligent or willful misconduct by the indemnifying party.

9. TAXES

9.1 Claimant acknowledges that Claimant is solely responsible for any federal, state or local taxes, penalties and interest that may be owed as a result of the Settlement Payment, and Claimant shall indemnify Respondent against any liability for such taxes, except to the extent Respondent is required by law to withhold taxes from the Settlement Payment.

10. NOTICES

10.1 All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or sent by certified mail, return receipt requested, or by nationally recognized overnight courier to the addresses set forth below or to such other address as either party may designate in writing.

11. AMENDMENTS; WAIVER

11.1 This Agreement may be amended or modified 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. The failure of any party to enforce any provision of this Agreement shall not constitute a waiver of such provision or of the right to enforce it subsequently.

12. GOVERNING LAW

12.1 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 state and federal courts located in that State for the resolution of any disputes arising out of this Agreement.

13. SEVERABILITY

13.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the original intent of the parties to the fullest extent permitted by law.

14. ENTIRE AGREEMENT

14.1 This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written, relating to such subject matter.

15. COUNTERPARTS

15.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed to be original signatures for all purposes.

16. ATTORNEYS' FEES AND COSTS

16.1 Except as expressly provided herein, each party shall bear its own attorneys' fees and costs incurred in connection with the Dispute, this Agreement and the transactions contemplated hereby.

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