Legal Settlement Notice

LEGAL SETTLEMENT NOTICE

This Legal Settlement Notice (the "Notice") is made and delivered by and between Settling Party: with principal address and Respondent: with principal address in connection with Case/Cause No. in dated .

RECITALS

WHEREAS, Settling Party asserts certain claims against Respondent arising out of the facts and transactions alleged in the above-referenced action; and

WHEREAS, the Parties desire to resolve and settle all disputes, claims, and causes of action between them without further litigation, subject to the terms and conditions set forth in this Notice; and

WHEREAS, the Parties intend that this Notice serve as written notice of settlement, payment obligations, release of claims, and the procedural steps required for dismissal of the referenced action.

NOW, THEREFORE

In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SETTLEMENT AMOUNT AND PAYMENT TERMS

1.1 Settlement Sum. Respondent shall pay to Settling Party a total gross settlement sum of (the "Settlement Amount"), subject to the allocation and withholding terms set forth below.

1.2 Payment Schedule. The Settlement Amount shall be paid by the following schedule: first installment of due on or before ; and remaining balance of due on or before .

1.3 Method of Payment. Payments shall be made by to the account or address designated by Settling Party. Bank or remittance instructions:

2. RELEASE AND COVENANT NOT TO SUE

2.1 Release by Settling Party. Upon receipt in cleared funds of the full Settlement Amount in accordance with Section 1, Settling Party, on behalf of itself and its heirs, successors, assigns, agents, attorneys, insurers and representatives, hereby fully and forever releases and discharges Respondent and its past and present parents, affiliates, subsidiaries, officers, directors, employees, agents and insurers (collectively, the "Released Parties") from any and all claims, demands, actions, causes of action, liabilities, obligations, damages, losses, costs and expenses of any nature whatsoever, known or unknown, which Settling Party has or may have had arising out of or in any way related to the matters asserted in the above-referenced action through the date of this Notice.

2.2 Covenant Not to Sue. Settling Party covenants and agrees not to institute any claim, suit or proceeding against the Released Parties based upon or arising out of the released matters. This covenant is an integral part of the consideration for the Settlement Amount.

3. DISMISSAL AND PROCEDURAL MATTERS

3.1 Motion to Dismiss. Within days after the final payment is received, the Parties shall file the necessary stipulation or motion to dismiss the action with prejudice, each party to bear its own costs and attorney fees unless otherwise agreed in writing.

3.2 Execution of Documents. Each Party agrees to execute and deliver such further documents and to take such further actions as may be reasonably necessary to effectuate the terms of this Notice.

4. CONFIDENTIALITY

4.1 Confidential Terms. Except as required by law or court order, the Parties shall keep the existence, terms, and payment amounts of this settlement confidential. Notwithstanding the foregoing, disclosure shall be permitted to the Parties' attorneys, tax advisors, accountants, insurers, and successors or assigns who have a need to know and who agree to be bound by this confidentiality provision.

4.2 Permitted Disclosures. Either Party may disclose the terms of this settlement to the extent necessary to effectuate its terms, to the extent required by law, or to enforce the obligations under this Notice.

5. REPRESENTATIONS AND WARRANTIES

5.1 Authority. Each Party represents and warrants that it has the full legal right, power, and authority to enter into this Notice and to perform its obligations hereunder, and that the person executing this Notice on behalf of each Party is authorized to bind that Party.

5.2 No Other Agreements. Each Party represents that, except as disclosed in writing to the other Party, there are no other outstanding agreements or encumbrances that would impair the ability of the Party to perform its obligations under this Notice.

6. BREACH; REMEDIES

6.1 Default. If Respondent fails to make any scheduled payment within days of its due date, Respondent shall be in material breach and shall pay interest on the overdue amount at the rate of per annum from the due date until paid, together with all costs of collection, including reasonable attorneys' fees.

6.2 Specific Performance. The Parties acknowledge that the remedies at law for any breach of the confidentiality or release provisions may be inadequate and that the non-breaching Party shall be entitled to injunctive or equitable relief in addition to any other remedies available at law.

7. NOTICES

All notices, requests, demands and other communications required or permitted under this Notice 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 in accordance with this Section. Notice is effective upon receipt.

8. TAXES

Each Party acknowledges and agrees that it is solely responsible for the reporting and payment of any taxes, withholdings, or other governmental charges arising from the settlement proceeds to the extent applicable. The Parties agree to allocate the Settlement Amount for tax purposes as follows:

9. GOVERNING LAW

This Notice shall be governed by and construed in accordance with the substantive laws of the State of , without regard to conflict of law principles. Venue for any action to enforce this Notice shall lie exclusively in the state or federal courts located within that jurisdiction.

10. ENTIRE AGREEMENT

This Notice constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the Parties relating thereto.

11. SEVERABILITY

If any provision of this Notice 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 effects the Parties' intent as closely as possible.

12. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or modification to this Notice must be in writing and signed by authorized representatives of both Parties. No failure or delay by any Party in exercising any right, power or privilege under this Notice shall operate as a waiver thereof. This Notice may be executed in counterparts, and facsimile or electronic signatures shall be deemed original signatures for all purposes.

ADDITIONAL TERMS

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