Legal Settlement Package

Legal Settlement Package

This Legal Settlement Agreement (the "Agreement") is made and entered into as of Effective Date: , by and between Claimant Name: , organized as: Individual Corporation LLC Partnership, with principal address: ; and Respondent Name: , organized as: Individual Corporation LLC Partnership, with principal address: .

Recitals

WHEREAS, a dispute has arisen between the parties concerning the matters described as: (the "Dispute");

WHEREAS, the parties wish to avoid the expense, uncertainty and delay of further proceedings and desire to settle and resolve fully and finally all claims, demands, causes of action, and liabilities arising out of or related to the Dispute on the terms set forth herein;

WHEREAS, each party acknowledges that it has reviewed this Agreement with counsel or knowingly waived the right to counsel and is entering into this Agreement voluntarily and with full knowledge of its terms.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Claims" means any and all actions, suits, causes of action, claims, demands, and liabilities whether known or unknown, suspected or unsuspected, asserted or unasserted, arising out of or related to the Dispute.

2. Settlement Payment

In full and final settlement of the Claims, Respondent agrees to pay Claimant the total sum of: (the "Settlement Amount"), subject to the schedule and conditions in this Section.

Payment shall be made as follows: Payment Method: ; First Payment Due: ; Final Payment Due: .

If funds are to be held in escrow, the parties designate Escrow Agent: and escrow release conditions: .

3. Mutual Release

Upon receipt by Claimant of the Settlement Amount in full, Claimant, on behalf of itself and its agents, representatives, successors and assigns, hereby fully and forever releases and discharges Respondent and its past and present officers, directors, employees, insurers, attorneys, agents, affiliates, successors and assigns from any and all Claims arising out of or related to the Dispute, whether known or unknown, asserted or unasserted.

Concurrently, Respondent, on behalf of itself and its agents, representatives, successors and assigns, hereby fully and forever releases and discharges Claimant from any and all Claims arising out of or related to the Dispute.

4. Confidentiality

Except as required by law or to enforce this Agreement, the parties agree to keep the terms and existence of this Agreement confidential and shall not disclose such terms to third parties without prior written consent. Notwithstanding the foregoing, disclosures to a party's counsel, accountants, tax advisors, insurers, lenders or potential purchasers are permitted provided such recipients agree to be bound by confidentiality obligations no less restrictive than those contained herein.

A breach of this confidentiality provision shall entitle the non-breaching party to specific performance and injunctive relief in addition to any other remedy available at law or in equity.

5. No Admission

The parties agree that this Agreement is a compromise of disputed claims and that neither the execution of this Agreement nor the performance of any obligation hereunder shall be construed as an admission of liability or fault by any party for any purpose.

6. Representations and Warranties

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

Each party further represents that it has not sold, assigned or otherwise transferred any claim released by this Agreement and that no further litigation relating to the Claims is pending that would impair the releases herein, except as disclosed: .

7. Taxes and Withholding

Each party shall be responsible for its own tax obligations arising from the Settlement Amount unless otherwise required by law. Any withholding or reporting required by applicable law shall be the responsibility of the party required to withhold; evidence of withholding shall be provided to the other party upon request.

8. Cooperation and Further Assurances

The parties shall cooperate and execute such further documents and instruments as may be reasonably necessary to effectuate the intent and purpose of this Agreement, including submitting appropriate dismissals of litigation with prejudice within days after final payment.

9. Notices

Notice to Claimant

Notice to Respondent

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered in person, when sent by certified mail (return receipt requested), when delivered by nationally recognized overnight courier, or when sent by email with confirmation of receipt to the addresses set forth above or to such other address as a party may designate by written notice.

10. Remedies, Attorneys' Fees and Costs

In the event of a breach of this Agreement, the non-breaching party shall be entitled to pursue all remedies available at law or in equity, including specific performance and injunctive relief. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

11. Amendments, Waiver and 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 effective 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 but all of which together shall constitute one and the same instrument.

12. Governing Law; Entire Agreement; Severability

This Agreement shall be governed by and construed in accordance with the laws of the State of: , without regard to its conflicts of law principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions enforced to the fullest extent permitted by law.

13. Miscellaneous

This Agreement shall bind and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns. No assignment of this Agreement shall be effective without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

Payment Schedule / Additional Terms

The parties acknowledge that they have read and understand all provisions of this Agreement and that they have had an opportunity to consult with counsel of their choice prior to execution.

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