Legal Settlement Letter

LEGAL SETTLEMENT LETTER

This Legal Settlement Letter (the "Agreement") is entered into as of Effective Date: by and between Claimant Name: with mailing address (hereinafter "Claimant"), and Respondent Name: with mailing address (hereinafter "Respondent"). Claimant and Respondent may be referred to jointly as the "Parties."

RECITALS

WHEREAS, Claimant has asserted certain claims against Respondent arising out of or related to the matter described as: (the "Dispute");

WHEREAS, Respondent denies liability for the claims asserted by Claimant but desires to settle and compromise the Dispute to avoid the burden, expense and uncertainty of continued dispute resolution; and

WHEREAS, the Parties desire to memorialize the terms by which the Parties will resolve all claims, disputes and causes of action arising from or related to the Dispute.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, and releases set forth herein, the Parties agree as follows:

1. SETTLEMENT PAYMENT

1.1 Payment Obligation. Respondent shall pay to Claimant the gross sum of (the "Settlement Amount") as full and complete settlement of all claims released herein.

1.2 Payment Schedule and Method. The Settlement Amount shall be paid by Respondent as follows: Payment Method: ; Payment to be made no later than . If payment is by wire, wire instructions: . If by check, make payable to: .

1.3 Taxes and Withholding. Each Party shall be responsible for its own taxes, reporting and withholding obligations arising from the payment of the Settlement Amount unless otherwise required by law. The Parties acknowledge that any allocation of the Settlement Amount for tax purposes is solely for convenience and will not affect the character of the payment for other purposes.

2. RELEASE

2.1 Release by Claimant. Upon receipt in cleared funds of the Settlement Amount, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, agents, attorneys, successors and assigns, hereby forever releases, acquits and discharges Respondent and its past and present parents, subsidiaries, affiliates, and each of their respective officers, directors, employees, agents, insurers and attorneys (collectively, the "Released Parties") from any and all claims, demands, causes of action, suits, obligations, liabilities, damages and expenses (including attorneys' fees) arising out of or relating to the Dispute through the Effective Date.

2.2 Mutual Release. Except as otherwise provided in Section 2.3, the Parties each mutually release and forever discharge the other Party from any and all claims, known or unknown, arising out of or related to the Dispute through the Effective Date.

2.3 Exceptions to Release. The releases provided herein do not apply to obligations expressly set forth in this Agreement, nor do they release claims for fraud, criminal conduct, or other liabilities that cannot be released as a matter of law.

3. CONFIDENTIALITY

3.1 Confidential Terms. The Parties agree that the terms, amount and existence of this Agreement shall be confidential and shall not be disclosed by either Party except as required by applicable law or to the extent disclosure is reasonably necessary to enforce this Agreement or obtain professional advice (including tax advice). The confidentiality obligation shall continue for months from the Effective Date.

3.2 Permitted Disclosures. Notwithstanding Section 3.1, either Party may disclose the terms of this Agreement to its legal counsel, accountant, insurers, potential purchasers, or as required by court order or governmental requirement, provided that such parties are informed of the confidential nature of the information and agree to be bound by confidentiality obligations.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full authority to enter into this Agreement and to perform its obligations hereunder; (b) the person executing this Agreement on its behalf is duly authorized; and (c) this Agreement constitutes a legal, valid and binding obligation, enforceable against such Party in accordance with its terms.

5. COOPERATION; FURTHER ACTIONS

The Parties agree to execute and deliver such documents and to take such further actions as may be reasonably necessary to carry out the provisions and intent of this Agreement. This includes cooperation in the dismissal of any pending litigation or administrative action relating to the Dispute upon the terms set forth herein.

6. INDEMNIFICATION

Each Party shall indemnify and hold harmless the other Party from and against any third-party claims, damages, liabilities and expenses (including reasonable attorneys' fees) to the extent arising from any breach of the representations, warranties or obligations set forth in this Agreement or from the negligent or willful acts or omissions of the indemnifying Party.

7. COSTS AND ATTORNEYS' FEES

Except as otherwise expressly provided in this Agreement, each Party shall bear its own costs and attorneys' fees incurred in connection with the Dispute and the negotiation of this Agreement. If a Party breaches this Agreement and the non-breaching Party obtains relief by suit or otherwise, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at their addresses below by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier:

9. AMENDMENT; WAIVER; COUNTERPARTS

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 valid unless in writing and signed by the Party against whom enforcement is sought. 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.

10. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the internal laws of the State of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising out of or relating to this Agreement.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations and understandings, whether written or oral. If any provision of this Agreement 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.

12. ADDITIONAL PROVISIONS

The Parties acknowledge and agree that this Agreement is intended to compromise disputed claims and that neither the execution of this Agreement nor any payment made hereunder shall constitute an admission of liability or wrongdoing by any Party.

REPRESENTATIONS AS TO AUTHORITY

Each signatory below represents and warrants that he or she is duly authorized to execute this Agreement on behalf of the respective Party and to bind that Party to the terms and conditions hereof.

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