Legal Settlement Papers

LEGAL SETTLEMENT PAPERS

This Settlement Agreement and Release (the Agreement) is entered into as of the Effective Date: , by and between Claimant Name: with principal address , and Respondent Name: with principal address (each a Party and together the Parties).

Recitals

WHEREAS, Claimant filed or threatened to file claims arising out of the facts and circumstances referenced in Case Number filed in ; and

WHEREAS, the Parties desire to fully and finally resolve and settle any and all disputes, claims, and causes of action between them, including but not limited to those arising out of the events described in the foregoing recital; and

WHEREAS, the Parties acknowledge that this Agreement is a compromise of disputed claims and that the payments and other obligations hereunder are made to avoid the costs and risks of litigation.

NOW, THEREFORE, in consideration of the mutual covenants, promises and releases contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

a) "Released Claims" means any and all claims, demands, actions, causes of action, suits, obligations, damages, losses, costs, expenses and liabilities of every kind, whether known or unknown, asserted or unasserted, suspected or unsuspected, arising from the beginning of time through the Effective Date that relate to or arise out of the events described in the Recitals.

b) "Effective Date" means the date specified above as the Effective Date in the opening paragraph of this Agreement.

2. Settlement Payment

In full consideration for the obligations and releases set forth in this Agreement, Respondent shall pay to Claimant the gross settlement sum of $ (Settlement Amount), subject to the following payment terms:

a) Payment Method: .

b) Payment Schedule: Respondent shall pay . If payments are by installment, the first installment shall be due on .

c) All payments shall be made to Claimant at the address for Notices set forth in Section 9 or by such other method as the Parties may mutually agree in writing. If any payment due hereunder is not made when due, Respondent shall be in default and Claimant shall be entitled to pursue all remedies available at law or equity.

3. Release by Claimant

Upon receipt of the Settlement Amount in accordance with Section 2, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, assigns and agents, hereby fully and forever releases, remises, and discharges Respondent, and its past, present and future officers, directors, employees, agents, insurers, attorneys, predecessors, successors and assigns (collectively, the Released Parties), from any and all Released Claims.

This Release does not include claims that cannot be released as a matter of law or claims arising after the Effective Date.

4. Covenant Not to Sue and Dismissal

Claimant covenants and agrees not to commence or prosecute any action or proceeding relating to Released Claims against any Released Party. Within days following full payment of the Settlement Amount, the Parties shall cooperate to file a joint stipulation of dismissal with prejudice in the Action, with each party bearing its own costs and attorneys' fees unless otherwise agreed.

5. Confidentiality

Except as required by law or court order, the Parties agree that the terms and amount of this Agreement and all negotiations leading to it shall remain confidential for a period of years. Disclosure to a Party's counsel, accountant or insurer is permitted provided such persons agree to be bound by the confidentiality obligations herein.

6. Representations and Warranties

Each Party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing below is authorized to execute this Agreement on its behalf, and that the execution and performance of this Agreement will not violate any other agreement.

7. Indemnification

Each Party agrees to indemnify and hold harmless the other Party against any claims, liabilities, costs or expenses (including reasonable attorneys' fees) arising out of any breach of this Agreement or any representation, warranty or covenant made herein.

8. Taxes

Each Party shall be solely responsible for its own tax obligations arising from the receipt or payment of the Settlement Amount. Claimant shall be responsible for reporting any portion of the Settlement Amount that is required by applicable law to be reported as taxable income, except to the extent Respondent is required by law to withhold taxes, in which case Respondent shall withhold only as required by law and shall provide Claimant with appropriate documentation of such withholding.

9. Notices

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and delivered to the Parties at their respective addresses set forth below (or at such other address as either Party shall designate by notice pursuant to this Section).

10. Governing Law

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

11. 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, representations and understandings, whether oral or written.

12. Severability

If any provision of this Agreement is held to be invalid, unenforceable or contrary to law by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

13. Amendments and Waiver

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

14. Counterparts; Electronic Execution

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 transmitted by electronic means or facsimile shall have the same effect as original signatures.

15. Additional Terms

The Parties acknowledge that they have read and fully understand the terms of this Agreement and that they enter into this Agreement voluntarily and without duress or undue influence.

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