Legal Settlement Offer

LEGAL SETTLEMENT OFFER

This Legal Settlement Offer ("Offer") is made as of Effective Date: by and between Claimant Name: , with principal address Claimant Address: , and Respondent Name: , with principal address Respondent Address: .

RECITALS

WHEREAS, Claimant asserts certain claims arising out of or related to the facts described in Claim Description: (the "Claims"); and

WHEREAS, Respondent denies liability but is willing to consider a negotiated resolution to avoid the expense and uncertainty of litigation; and

WHEREAS, the parties desire to set forth the terms upon which Claimant will release Respondent in exchange for consideration as provided below.

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 Payment. In full and final settlement of the Claims, Respondent shall pay to Claimant the total gross amount of $ (the "Settlement Amount"), subject to the terms of this Offer.

1.2 Allocation. The Settlement Amount is allocated as follows: Payment for damages and claims: $ ; Payment for attorney fees and costs (if any): $ .

2. RELEASE

2.1 Upon payment in full of the Settlement Amount in accordance with Section 1, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, agents, attorneys, insurers and assigns, fully, finally and forever releases and discharges Respondent and its past, present and future parents, subsidiaries, affiliates, officers, directors, employees, agents, insurers and attorneys (collectively, the "Released Parties") from any and all claims, demands, actions, causes of action, obligations, liabilities, and damages of any nature whatsoever, whether known or unknown, asserted or unasserted, arising out of or related to the Claims described in Section 1.

3. NO ADMISSION OF LIABILITY

3.1 This Offer, any negotiations, and any payments made pursuant hereto are made solely for the purpose of avoiding the expenses and burden of litigation and shall not be construed as an admission of liability, fault, or wrongdoing by any party. No party admits any liability by entering into this Offer.

4. CONFIDENTIALITY

4.1 The parties agree that the existence and terms of this Offer, and any negotiations or communications relating thereto, shall be kept confidential and shall not be disclosed to any third party except as required by law, to legal or financial advisors who are bound to confidentiality, or with the prior written consent of the other party.

4.2 Breach of the confidentiality obligations shall entitle the non-breaching party to seek injunctive relief and any other remedies available at law or in equity.

5. REPRESENTATIONS AND WARRANTIES

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

6. TAXES AND COSTS

6.1 Unless otherwise specified in writing, each party shall bear its own costs, attorneys' fees, and expenses incurred in connection with the Claims and the negotiation and execution of this Offer. Any tax consequences arising from the Settlement Amount shall be the responsibility of the party for whom such tax is applicable.

7. CONDITIONS PRECEDENT

7.1 This Offer is expressly conditioned upon: (a) Respondent's payment of the Settlement Amount in accordance with Section 1; and (b) execution by Claimant of a written release in form consistent with Section 2. If the foregoing conditions are not satisfied within the period set forth in Section 8, this Offer shall be void without further obligation.

8. ACCEPTANCE

8.1 This Offer shall expire if not accepted by Claimant in writing on or before Offer Expiration Date: , after which time this Offer will be of no further force or effect unless extended in writing by Respondent.

9. NOTICES

Any notice, demand or other communication required or permitted to be given under this Offer shall be in writing and shall be delivered to the parties at the addresses set forth below by certified mail, overnight courier, or personal delivery. Notice shall be effective upon receipt.

10. MISCELLANEOUS

Governing Law. This Offer and any dispute arising out of or relating to this Offer shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Entire Agreement. This Offer constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and warranties, whether written or oral.

Severability. If any provision of this Offer 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.

Amendments; Waiver. This Offer may be amended or modified only by a written instrument executed by both parties. No failure or delay by any party in exercising any right under this Offer shall operate as a waiver of such right unless such waiver is in writing and signed by the waiving party.

Counterparts. This Offer 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 transmitted electronically or by facsimile shall be treated as original signatures for all purposes.

ACKNOWLEDGMENT

By signing below, each signatory represents and warrants that he or she is authorized to execute this Offer on behalf of the party for whom he or she signs and that he or she has read, understands, and accepts the terms and conditions set forth herein.

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