Legal Settlement Receipt

LEGAL SETTLEMENT RECEIPT

This Legal Settlement Receipt (the Receipt) is made effective as of by and between Payor: , principal address ; and Recipient: , principal address .

RECITALS

WHEREAS, a dispute has arisen between Payor and Recipient concerning the matters described as:

WHEREAS, the parties have negotiated a settlement to avoid further expense, delay, and uncertainty, memorialized in a Settlement Agreement dated (the Agreement);

WHEREAS, Payor desires to acknowledge receipt by Recipient of the settlement payment described below and Recipient desires to provide a full and final receipt and release in consideration of such payment.

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

1. RECEIPT OF PAYMENT

Payor has delivered to Recipient, and Recipient acknowledges receipt of, the total gross settlement amount of $ (the Settlement Amount), paid on .

Check   Wire Transfer   ACH/Direct Deposit   Other: 

Recipient acknowledges that the Settlement Amount constitutes full consideration for the claims released in Section 2 below unless the parties have expressly designated this payment as partial in the Settlement Agreement. Recipient further acknowledges that acceptance of the Settlement Amount is a material and bargained-for element of the settlement.

2. RELEASE

Upon receipt and, where applicable, final clearance of the Settlement Amount, Recipient, on behalf of Recipient and Recipient's heirs, executors, administrators, agents, representatives, successors and assigns, hereby fully, finally and forever releases and discharges Payor and Payor's past, present and future parents, subsidiaries, affiliates, officers, directors, agents, attorneys, insurers and employees (collectively, Released Parties) from any and all claims, demands, actions, causes of action, suits, debts, liabilities, obligations, losses, costs, expenses and damages of any nature whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent, which Recipient has or may have had arising out of or related to the dispute referenced in the Recitals through the Effective Date of this Receipt.

3. NO ADMISSION OF LIABILITY

The parties agree that nothing contained in this Receipt or in the performance of their obligations hereunder shall be construed as an admission by Payor of any wrongdoing, liability, or violation of law. The parties expressly deny any such liability and enter into this agreement to compromise disputed claims.

4. TAX ALLOCATION

Tax treatment of the Settlement Amount is the responsibility of the party to whom such tax is due. Recipient agrees to be solely responsible for any taxes, assessments or other governmental charges arising from the receipt of the Settlement Amount unless otherwise expressly stated in the Settlement Agreement. Recipient shall provide Payor with any required tax documentation reasonably requested by Payor.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate or individual power and authority to execute and deliver this Receipt and to perform its obligations hereunder; that this Receipt has been duly authorized, executed and delivered by such party; and that this Receipt constitutes a valid and binding obligation enforceable in accordance with its terms.

6. INDEMNIFICATION

Recipient agrees to indemnify, defend and hold harmless the Released Parties from and against any and all claims, demands, liabilities, losses, costs and expenses (including reasonable attorneys' fees) that arise out of any breach of Recipient's representations in this Receipt or any claims by third parties that are based upon facts or circumstances existing prior to the Effective Date and within the scope of the claims released herein.

7. CONFIDENTIALITY

Unless otherwise agreed in writing, the parties shall keep the terms and amount of the settlement confidential and shall not disclose such information to any third party except as required by law or as necessary to enforce the terms of this Receipt. Any permitted disclosure shall be limited to the minimum information required.

8. NOTICES

All notices required or permitted under this Receipt shall be in writing and delivered to the parties at the addresses set forth below (or to such other address as a party may designate by notice):

9. GOVERNING LAW

This Receipt shall be governed by and construed in accordance with the laws of the state specified by the parties. The parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for any dispute arising out of or relating to this Receipt. Governing law state:

10. ENTIRE AGREEMENT

This Receipt, together with the Settlement Agreement referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties, whether written or oral.

11. SEVERABILITY

If any provision of this Receipt is determined 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.

12. AMENDMENTS, WAIVER AND COUNTERPARTS

No amendment or waiver of any provision of this Receipt shall be effective unless in writing and signed by both parties. A waiver of any default shall not be construed as a waiver of any subsequent default. This Receipt 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.

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