Legal Settlement Form

LEGAL SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release (the "Agreement") is made and entered into as of by and between Claimant Name: , with an address at (hereinafter "Claimant"), and Respondent Name: , with an address at (hereinafter "Respondent"). Claimant and Respondent are each referred to as a "Party" and together as the "Parties."

RECITALS

WHEREAS, Claimant asserts certain claims, demands, causes of action or allegations arising out of or related to the facts described as: ; and

WHEREAS, Respondent denies liability for the matters alleged by Claimant but desires to resolve and compromise all disputes, claims and potential claims between the Parties to avoid the expense, uncertainty and disruption of further proceedings; and

WHEREAS, the Parties desire to settle fully and finally all disputes between them on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, promises and releases contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Claim" or "Claims" means any and all claims, allegations, demands, causes of action, actions, suits, liabilities, obligations, costs and expenses of any nature, whether known or unknown, asserted or unasserted, legal or equitable, that each Party has, had or may have against the other arising out of or relating to the events described in the Recitals and the facts referenced in this Agreement.

2. SETTLEMENT PAYMENT

2.1 Payment Obligation. In full and final settlement of all Claims, Respondent shall pay to Claimant the total settlement amount of USD (the "Settlement Amount"), subject to the terms of this Section.

2.2 Payment Terms. The Settlement Amount shall be paid by Respondent to Claimant as follows: Payment Method: ; Payment Due Date: . If payment is to be made in installments, specify schedule:

2.3 Condition Precedent. Receipt by Respondent of properly executed release documents and any required tax documentation from Claimant shall be a condition precedent to payment. All payments shall be made in lawful currency.

3. RELEASE OF CLAIMS

3.1 Mutual Release. In consideration of the Settlement Amount and other covenants herein, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, agents, attorneys, successors and assigns, hereby fully, finally and forever releases and discharges Respondent and Respondent's officers, directors, employees, agents, affiliates, insurers, predecessors, successors and assigns from any and all Claims, demands, liabilities and causes of action known or unknown, suspected or unsuspected, which Claimant now has or ever had against Respondent through the Effective Date of this Agreement.

3.2 Scope. The release provided for in Section 3.1 includes, without limitation, all claims arising under federal, state, local or common law theories, including but not limited to contract, tort, statutory, constitutional, and equitable claims.

4. CONFIDENTIALITY

4.1 Confidential Terms. Except as required by law or court order, the Parties agree to keep the terms, negotiations, existence and amount of this Agreement strictly confidential and shall not disclose such information to any third party, except to their legal counsel, accountants, tax advisors or as otherwise necessary to effectuate the terms of this Agreement, provided those recipients agree to keep the information confidential.

4.2 Public Statement. The Parties shall issue no public statement except as mutually agreed in writing. If the Parties elect to permit a limited press statement, the Parties shall first agree on its form in writing. Breach of this Section shall entitle the non-breaching Party to seek injunctive relief and damages.

5. NO ADMISSION OF LIABILITY

5.1 Non-Admission. The Parties acknowledge and agree that this Agreement is a compromise of disputed claims and that neither this Agreement nor the furnishing of the consideration provided for herein shall be deemed or construed to be an admission of liability or wrongdoing by any Party, which is expressly denied.

6. TAXES

6.1 Tax Responsibility. Each Party shall be responsible for their own tax obligations arising from the Settlement Amount. Claimant shall provide Respondent with completed tax forms as required by law prior to disbursement. Any tax withholdings required by law shall be the responsibility of the Party obligated to withhold.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each Party represents and warrants to the other that (a) it has full power and authority to enter into and perform its obligations under this Agreement; (b) execution and delivery of this Agreement and performance hereunder have been duly authorized by all necessary action; and (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

8. INDEMNIFICATION

8.1 Indemnity. Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses, damages or expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's material breach of this Agreement or willful misconduct.

9. REMEDIES AND ENFORCEMENT

9.1 Specific Performance. The Parties agree that money damages would be an inadequate remedy for breach of Sections concerning confidentiality and that the non-breaching Party shall be entitled to seek injunctive relief or specific performance in addition to any other remedy at law or in equity.

10. NOTICES

Notices to Claimant

Notices to Respondent

10.1 Method. All notices required or permitted hereunder shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier service, in each case directed to the addresses set forth in the introductory paragraph or to such other address as a Party may designate by notice.

11. AMENDMENTS; WAIVER

11.1 Amendments. This Agreement may be amended only by a written instrument signed by both Parties. No oral modification shall be effective.

11.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement of the waiver is sought. A waiver of any breach shall not constitute a waiver of any other breach.

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 law principles.

13. ENTIRE AGREEMENT

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

14. SEVERABILITY

14.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be reformed only to the extent necessary to make it enforceable, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

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 delivered by facsimile or electronic image shall be deemed originals for all purposes.

16. EXECUTION

16.1 Effective Date. This Agreement shall become effective as of the later of the dates on which the Parties execute this Agreement (the "Effective Date").

16.2 Authority. Each person signing below represents and warrants that they are duly authorized to execute this Agreement on behalf of the Party for whom they sign.

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