Legal Settlement Draft

LEGAL SETTLEMENT DRAFT

This Settlement Agreement and Release (the Agreement) is made and entered into as of by and between Client Name: , a ("Claimant"), and Respondent Name: , a ("Respondent").

RECITALS

WHEREAS, Claimant asserts certain claims, demands, and causes of action against Respondent arising out of the facts described in Claim Description: (the Dispute); and

WHEREAS, the Parties desire to settle and resolve fully and finally all disputes, claims and differences between them on the terms and conditions set forth in this Agreement, without any admission of liability by any party; and

WHEREAS, the Parties have negotiated the terms of settlement and each party acknowledges that it has had the opportunity to consult with counsel and to review this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained 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" means any claim, demand, action, cause of action, liability, or obligation, known or unknown, asserted or unasserted, that arises from or relates to the Dispute described above.

1.2 "Releasees" means Respondent and its past and present parents, subsidiaries, affiliates, insurers, agents, employees, attorneys, successors and assigns.

2. SETTLEMENT PAYMENT

2.1 In full and final settlement of all Claims, Respondent shall pay to Claimant the total gross Settlement Amount of (USD).

2.2 Payment Schedule: Respondent shall pay the Settlement Amount as follows: Payment Type: ; First Payment Due: ; Final Payment Due: .

2.3 Manner of Payment: Payments shall be made by wire transfer, check, or other method specified by Claimant in Writing. Bank or remittance instructions:

3. RELEASE

3.1 Upon receipt by Claimant of the full Settlement Amount as provided in Section 2, Claimant, on behalf of itself and its heirs, executors, administrators, agents, insurers, successors and assigns, hereby fully, finally and forever releases and discharges the Releasees from any and all Claims arising out of or in any way related to the Dispute, whether known or unknown, asserted or unasserted, that accrued through the Effective Date.

3.2 Claimant expressly waives California Civil Code § 1542 or any similar statutory provision to the extent applicable, which provides that a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release.

4. CONFIDENTIALITY

4.1 Except as required by law or as necessary to enforce this Agreement, the Parties shall keep the terms, negotiations, and amounts of this settlement strictly confidential and shall not disclose such information to any third party.

4.2 Notwithstanding the foregoing, disclosures to accountants, tax advisors, counsel, and as required for tax reporting are permitted provided the recipient agrees to maintain confidentiality.

5. NON-ADMISSION

The Parties acknowledge and agree that this Agreement constitutes a compromise of disputed claims and that neither this Agreement nor the payments or actions taken pursuant to it shall be construed as an admission of liability, fault, wrongdoing, or violation of law by any party.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement, that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms, and that no other authorization is necessary to consummate the transactions contemplated hereby.

7. COVENANT NOT TO SUE

In consideration of the promises set forth in this Agreement, Claimant covenants not to commence or prosecute any action, claim or proceeding against the Releasees with respect to any Claims released by this Agreement.

8. TAXES

Each Party shall be responsible for its own taxes arising from the Settlement Amount. Claimant acknowledges and agrees that Respondent does not provide tax advice and that Claimant should consult a tax advisor regarding the tax consequences of this settlement.

Respondent will withhold applicable taxes from payments if required by law.

9. COOPERATION

The Parties agree to cooperate in executing and delivering any documents reasonably necessary to effectuate the terms and purpose of this Agreement, including dismissals of any pending litigation with prejudice upon full performance of the settlement terms.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, by reputable overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or such other address as either Party may provide in writing.

11. ATTORNEYS' FEES

Except as otherwise provided herein, each Party shall bear its own attorneys' fees and costs incurred in connection with the Dispute and the negotiation and implementation of this Agreement, unless a court or arbitral tribunal determines otherwise in an action to enforce this Agreement.

12. GOVERNING LAW

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.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

13.2 If any provision of this Agreement is found to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

14. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended, modified or supplemented only by a written instrument signed by both Parties. No failure or delay by any Party in exercising any right shall operate as a waiver thereof. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. ENFORCEMENT

The Parties agree that irreparable injury would occur in the event any provision of this Agreement were not performed in accordance with its specific terms and that money damages would be inadequate to compensate for a breach. Accordingly, in addition to any other remedies available at law or equity, the Parties shall be entitled to seek injunctive relief to enforce this Agreement.

16. ADDITIONAL REPRESENTATIVES

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