Legal Settlement Mailing

LEGAL SETTLEMENT MAILING

This Legal Settlement Mailing Agreement (the "Agreement") is made and entered into as of , by and between Party A Name: , with principal address ; and Party B Name: , with principal address .

RECITALS

WHEREAS, the parties have reached a settlement of certain claims and have executed a separate Settlement Agreement dated , (the "Settlement Agreement");

WHEREAS, as part of the Settlement Agreement, certain settlement instruments, releases, notices, and related documents (collectively, "Settlement Materials") must be prepared, processed, and mailed to claimants or other designated recipients; and

WHEREAS, the parties desire to set forth the authority, procedures, responsibilities, and allocation of risk relating to the mailing, handling, endorsement, deposit and record retention of Settlement Materials.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: "Administrator" means the party designated to mail and process Settlement Materials; "Recipient" means any payee, claimant, or other person to whom Settlement Materials are directed; "Settlement Instrument" means any check, draft, or electronic payment instrument issued pursuant to the Settlement Agreement.

2. MAILING AUTHORIZATION AND INSTRUCTIONS

Party A hereby authorizes Party B to prepare, assemble and mail the Settlement Materials to Recipients at the mailing address designated below and to employ the mailing methods specified. The parties acknowledge that Party B is acting only as agent for the limited purpose of mailing and shall not be deemed the payor or guarantor of funds unless expressly stated in writing.

First-Class Mail Certified Mail (return receipt requested) Expedited/Express Electronic Delivery where permitted

3. DELIVERY, PROOF, AND RECORDS

Party B shall retain proof of mailing and delivery for all Settlement Materials in accordance with industry standards and applicable law. Proof of mailing shall include tracking numbers, certified mail receipts, or electronic delivery confirmations as applicable. Party B shall retain records for a period of unless required otherwise by law.

4. HANDLING AND DISPOSITION OF SETTLEMENT INSTRUMENTS

Settlement Instruments returned undelivered shall be held by Party B and Party B shall promptly notify Party A in writing. Unless Party A provides alternative written instructions within of receipt of returned mail, Party B is authorized to .

5. TAXES, WITHHOLDING, AND REPORTING

Responsibility for tax withholding, reporting, and issuance of any required tax forms associated with Settlement Instruments shall be governed by the Settlement Agreement. Unless otherwise agreed in writing, Party A shall be responsible for assessing tax obligations and for instructing Party B regarding any required withholding prior to issuance or deposit of funds.

6. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligent acts or willful misconduct in connection with the mailing, handling or disposition of Settlement Materials.

7. CONFIDENTIALITY

Parties shall treat as confidential all non-public information contained in Settlement Materials. Disclosure is permitted only to the extent necessary to effectuate mailing or as required by law, court order, or the Settlement Agreement. Each party shall use reasonable measures to protect confidential information from unauthorized disclosure.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses designated below by hand, certified mail (return receipt requested) or nationally recognized overnight courier.

9. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. 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; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below without regard to principles of conflicts of law. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. CERTIFICATIONS

Each party represents and warrants that (a) it has full power and authority to enter into and perform this Agreement, (b) the person signing below on behalf of each party is duly authorized to execute and deliver this Agreement and to bind such party, and (c) all information provided to the other party in connection with the mailing and handling of Settlement Materials is true, complete and accurate to the best of such party's knowledge.

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