Legal Settlement Proposal

LEGAL SETTLEMENT PROPOSAL

This Legal Settlement Proposal ("Proposal") is made as of Effective Date: by and between Claimant Name: , Address: and Respondent Name: , Address: . The Parties hereby propose the terms set forth below for resolution of the Claims described herein.

RECITALS

WHEREAS, Claimant alleges certain claims against Respondent arising from events or transactions occurring on or about the dates and circumstances described in Claimant's communications to Respondent; and

WHEREAS, Respondent denies liability but desires to compromise and settle all disputes with Claimant on the terms and subject to the conditions set forth in this Proposal; and

WHEREAS, the Parties wish to set forth the material terms of the settlement they propose so that counsel and principals may review them and, if acceptable, execute a binding Settlement Agreement consistent with this Proposal.

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

1. DEFINITIONS

For purposes of this Proposal, the following terms shall have the following meanings: "Claims" means any and all allegations, complaints, causes of action, demands, liabilities, losses or damages, whether known or unknown, asserted or unasserted, arising out of the matters referenced in the Recitals. "Settlement Amount" means the total monetary consideration proposed in Section 2.

2. SETTLEMENT CONSIDERATION

Respondent proposes to pay Claimant a total Settlement Amount of $ (the "Settlement Amount"), subject to the terms below. Parties may select only one payment structure by initialing the applicable box in the executed Settlement Agreement:

Lump sum payment: single payment of the Settlement Amount payable no later than .

Installment payments: Settlement Amount payable in equal installments of $ each, with first payment due on and subsequent payments due every thereafter.

Payments shall be made to: Escrow/Payee Name: , Account/Instructions:

3. PAYMENT TERMS; SETOFF

All payments shall be made in lawful currency of the United States and shall be delivered in the manner set forth above. Respondent shall be responsible for timely payments; late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Neither Party shall claim setoff or recoupment for any portion of the Settlement Amount except to the extent expressly agreed in the final Settlement Agreement.

4. RELEASE

Upon receipt of all payments required by the Settlement Agreement, Claimant shall execute and deliver a full and final release, releasing Respondent and its current and former officers, directors, employees, agents, insurers and affiliates from all Claims that were or could have been asserted arising from the matters described in the Recitals, to the fullest extent permitted by law. The release shall be mutual where indicated and shall include a waiver of unknown claims to the extent permitted by law.

5. NO ADMISSION OF LIABILITY

The Parties agree that this Proposal and any payments made pursuant to a resulting Settlement Agreement shall not be construed as an admission of liability, wrongdoing, or unlawful conduct by any Party, and such payments shall be made solely to avoid the burden, expense and uncertainty of further litigation.

6. CONFIDENTIALITY

Except as required by law, the Parties shall keep the terms of the settlement confidential for a period of months from the Effective Date. Confidential information does not include information already in the public domain or disclosed to a Party by a third party not under an obligation of confidentiality.

Exceptions to confidentiality:

7. NON-DISPARAGEMENT

Each Party agrees that it, and its officers, directors and representatives, shall not make any false, disparaging, or derogatory statements concerning the other Party, its business, or its business practices. Reasonable constraints for employees, officers, and permitted disclosures shall be set forth in the final Settlement Agreement.

8. TAXES

Each Party shall bear its own tax liability arising from payments made hereunder unless otherwise expressly allocated in the Settlement Agreement. Any reporting required by law will be the responsibility of the payor; claimant shall provide any necessary tax documentation within a reasonable time following request.

9. COOPERATION AND FURTHER ASSURANCES

The Parties agree to cooperate in good faith and execute such further documents and take such further actions as may be reasonably necessary to effectuate the terms of the Settlement Agreement, including signing releases, dismissals with prejudice, and other filings necessary to conclude litigation or administrative proceedings.

10. CONDITION PRECEDENT

The Parties acknowledge that this Proposal is subject to execution of a mutually acceptable written Settlement Agreement and, where applicable, clearance of funds. Delivery of a fully executed Settlement Agreement and payment in full (or first installment as applicable) shall be conditions precedent to the effectiveness of the release provisions set forth herein.

11. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full authority to enter into a Settlement Agreement, that the persons executing the Settlement Agreement on its behalf are duly authorized, and that no further approvals are required other than those disclosed to the other Party in writing prior to execution.

12. COSTS AND ATTORNEYS' FEES

Unless otherwise agreed in writing, each Party shall bear its own costs and attorneys' fees incurred in connection with the Claims and the negotiation and documentation of the Settlement Agreement.

13. NOTICES

Claimant Notice Contact

Respondent Notice Contact

14. GOVERNING LAW

This Proposal and any resulting Settlement Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

15. ENTIRE AGREEMENT; SEVERABILITY

This Proposal constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. If any provision of the final Settlement Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of the final Settlement Agreement shall be effective unless in writing and signed by both Parties. Failure to enforce any provision shall not constitute a waiver of future enforcement. The final Settlement Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original.

17. ADDITIONAL PROVISIONS

ACKNOWLEDGMENTS

Each Party acknowledges that it has been given the opportunity to consult with counsel, that it has read and understands the terms of this Proposal, and that it enters into this Proposal voluntarily and without duress.

Claimant acknowledges counsel:    Respondent acknowledges counsel:

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