Legal Settlement Mediation Agreement

LEGAL SETTLEMENT MEDIATION AGREEMENT

This Settlement Mediation Agreement ("Agreement") is entered into as of the Effective Date: by and between the following parties: Party A (Claimant/Plaintiff): , with primary address ; and Party B (Respondent/Defendant): , with primary address .

RECITALS

WHEREAS, a dispute exists between the parties concerning: (the "Dispute");

WHEREAS, the parties engaged in mediation before mediator: on to attempt to resolve the Dispute; and

WHEREAS, as a result of the mediation, the parties have reached the terms set forth herein and wish to reduce those terms to writing to fully and finally resolve the Dispute.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "Released Claims" means all claims, demands, actions, causes of action, suits, obligations, liabilities, costs and expenses of any nature, whether known or unknown, asserted or unasserted, that arise out of or relate to the Dispute and the subject matter of the mediation.

2. SETTLEMENT TERMS AND PAYMENT

If payment is to be made in installments, the parties agree that failure to make any payment when due shall, at the option of the non-defaulting party, render the entire unpaid balance immediately due and payable and shall constitute a material breach of this Agreement.

3. RELEASES

Upon receipt of the full consideration described in Section 2, each party, on behalf of themselves and their respective agents, representatives, officers, directors, employees, successors and assigns, mutually and unconditionally releases and forever discharges the other party from all Released Claims. The releases contained in this Section are intended to be broad and inclusive and shall not be limited by any rule of construction.

4. CONFIDENTIALITY

The parties agree that the terms, amount and existence of this Agreement and any communications made in the course of the mediation are confidential and shall not be disclosed to any third party except as required by law, to enforce this Agreement, or with the prior written consent of the other party.

5. NO ADMISSION OF LIABILITY

Except as expressly provided herein, nothing in this Agreement shall be construed as an admission of liability, fault, or wrongdoing by any party. The parties expressly deny any liability and enter into this Agreement to avoid the expense and uncertainty of litigation.

6. DISMISSAL AND COVENANT NOT TO SUE

Within days after receipt of the final settlement payment, the parties shall file with the appropriate tribunal a stipulated dismissal with prejudice of any pending action arising from the Dispute, in the following court or administrative forum: . Each party covenants not to commence, prosecute or permit to be prosecuted any action or proceeding based upon the Released Claims.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Agreement, that the person signing on its behalf is duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

8. INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other party from and against any loss, liability, cost or expense (including reasonable attorneys' fees) arising out of any breach of this Agreement by the indemnifying party or any representation or warranty untrue when made.

9. MEDIATION COSTS AND ATTORNEYS' FEES

Unless otherwise agreed, mediation fees and costs shall be allocated as follows: . Each party shall bear its own attorneys' fees and costs incurred prior to the Effective Date, except as otherwise provided in this Agreement or by separate written agreement.

10. ENFORCEMENT AND REMEDIES

The parties agree that a breach of the confidentiality, release, payment, or other material provisions of this Agreement will cause irreparable harm for which remedies at law would be inadequate and that the non-breaching party shall be entitled to seek injunctive relief and specific performance in addition to any other remedies available at law or in equity.

11. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the parties at their respective addresses set forth below (or at such other address as a party may designate by notice):

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law principles.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral, relating to such subject matter.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the original economic, legal and commercial objectives of the invalid provision.

15. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by the parties. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

16. COUNTERPARTS

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 electronic transmission shall be valid and binding.

REPRESENTATIVE INFORMATION

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