Legal Settlement Instructions

LEGAL SETTLEMENT INSTRUCTIONS

This Legal Settlement Instructions (the "Instructions") is entered into effective as of by and between Client Name: (hereinafter "Releasing Party") and Opposing Party Name: (hereinafter "Receiving Party"). These Instructions set forth the procedures, payments and conditions to effectuate settlement of the claims identified below.

RECITALS

WHEREAS, Releasing Party asserts certain claims against Receiving Party arising out of the matter described as: ; and

WHEREAS, the Parties have agreed to resolve and settle all such claims, disputes and potential claims upon the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth specific instructions regarding payment, disbursement, releases, and related administrative steps required to effectuate the settlement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. SETTLEMENT AMOUNT AND ALLOCATION

1.1 Settlement Amount. Receiving Party shall pay to Releasing Party the gross settlement amount of $ (the "Settlement Amount"), subject to the deductions and allocations set forth herein.

1.2 Allocation. The Parties agree that the Settlement Amount shall be allocated as follows: attorneys' fees of $; costs of $; and net payment to Releasing Party of $.

2. PAYMENT METHOD AND SCHEDULE

2.1 Payment Method. Payment shall be made by the following method (select one or more): Wire Transfer Corporate Check Other (specify below)

2.2 Payment Schedule. Payment shall be made no later than following execution of the release documents and receipt by Paying Party of properly executed tax and identification documentation where required.

3. DISBURSEMENT INSTRUCTIONS

3.1 Disbursement Recipient Name:

4. CONDITIONS PRECEDENT

4.1 The obligations of Receiving Party to make payment are subject to receipt by Receiving Party of fully executed release documents, including without limitation a general release in form and substance acceptable to Receiving Party, and any required tax forms or certifications executed by Releasing Party.

4.2 In the event that Releasing Party fails to deliver the required executed release and documentation within days of the Effective Date, Receiving Party's payment obligations shall be tolled until receipt of such documentation.

5. RELEASES AND COVENANTS

5.1 Upon receipt of the Settlement Amount, Releasing Party shall execute a full and final release releasing Receiving Party from the matters described in Recitals and any claims which were or could have been asserted in connection with same.

5.2 Releasing Party represents and warrants that it has the full authority to execute the release and that the executing signatory has the requisite power and capacity to bind Releasing Party.

6. TAXES AND WITHHOLDING

6.1 Unless otherwise expressly agreed in writing, each Party shall be responsible for its own tax liabilities arising from the Settlement Amount. Receiving Party shall withhold and remit any taxes as required by applicable law and shall provide Releasing Party with documentation of such withholding upon request.

7. INDEMNIFICATION AND REPRESENTATIONS

7.1 Each Party represents that it is authorized to enter into these Instructions and that execution will not violate any agreement to which it is a party. Each Party agrees to indemnify and hold harmless the other for any losses resulting from the indemnifying Party's breach of the representations, warranties or covenants contained herein.

8. NOTICES

8.1 All notices required or permitted under these Instructions shall be in writing and shall be delivered by hand, certified mail (return receipt requested), or overnight courier to the addresses set forth below and shall be effective upon receipt.

9. AMENDMENTS, WAIVERS, COUNTERPARTS

9.1 These Instructions may be amended or modified 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 granting the waiver.

9.2 This instrument 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 electronic means shall have the same force and effect as original signatures.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1 Governing Law. These Instructions shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

10.2 Entire Agreement. These Instructions, together with the release and any exhibits or schedules hereto, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

10.3 Severability. If any provision of these Instructions is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the Parties' original intent.

11. MISCELLANEOUS PROVISIONS

11.1 Cooperation. Each Party shall execute and deliver such additional documents and take such further actions as may be reasonably necessary to carry out the purposes of these Instructions.

11.2 Costs and Fees. Unless otherwise agreed in writing, each Party shall bear its own costs and attorneys' fees incurred in connection with negotiation and execution of these Instructions.

SIGNATURES

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