Legal Settlement Template

LEGAL SETTLEMENT AGREEMENT

This Settlement Agreement (the Agreement) is entered into as of (Effective Date) by and between (hereinafter referred to as Claimant) and (hereinafter referred to as Respondent).

RECITALS

WHEREAS, Claimant asserts certain claims, demands, causes of action and alleged damages arising out of or related to (collectively, the Claims); and

WHEREAS, Respondent denies liability for the Claims but desires to compromise and settle all disputes with Claimant on the terms and subject to the conditions set forth herein to avoid further expense and uncertainty; and

WHEREAS, the parties acknowledge that this Agreement is the result of good faith negotiations and is intended to fully, finally and forever resolve the Claims as set forth below.

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

1. DEFINITIONS

1.1 "Claim" means any and all claims, causes of action, demands, losses, liabilities, costs and expenses, whether known or unknown, asserted or unasserted, arising out of or relating to the subject matter described in the recitals.

1.2 "Settlement Amount" means the total monetary consideration to be paid by Respondent to Claimant under this Agreement, as specified in Section 2.

2. SETTLEMENT PAYMENT

2.1 Payment Obligation: In full and final settlement of the Claims, Respondent shall pay to Claimant the sum of (Settlement Amount), subject to the terms of this Agreement.

2.2 Payment Schedule: The Settlement Amount shall be paid as follows:

2.3 Method of Payment: Payments shall be made by to the account or address designated by Claimant in writing.

3. RELEASE BY CLAIMANT

3.1 Upon receipt in full of the Settlement Amount in accordance with Section 2, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, agents, representatives, successors and assigns, hereby fully, finally and forever releases, acquits, 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 that were asserted or that could have been asserted by Claimant through the Effective Date, whether known or unknown, suspected or unsuspected.

4. MUTUAL RELEASES AND RESERVATIONS

4.1 Except as expressly provided in this Agreement, each party releases the other from all Claims arising prior to the Effective Date. Notwithstanding the foregoing, no party releases Claims arising after the Effective Date or claims arising from a party's breach of this Agreement.

5. CONFIDENTIALITY

5.1 Except as required by law or as necessary to effectuate the terms of this Agreement, the parties shall keep the terms, amount and existence of this Agreement strictly confidential. Disclosure to a party's counsel, tax advisors, insurers, and principals is permitted provided those recipients agree to keep such information confidential.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, that this Agreement constitutes a valid and binding obligation enforceable against such party, and that the execution and delivery of this Agreement does not violate any agreement with any third party.

7. NO ADMISSION OF LIABILITY

7.1 This Agreement and compliance with this Agreement shall not be construed as an admission of liability or wrongdoing by any party, all such liability being expressly denied.

8. TAXES

8.1 Each party shall be individually responsible for any taxes, reporting or other obligations arising from payments made pursuant to this Agreement. Claimant shall indemnify Respondent for any taxes attributable to Claimant's failure to report or pay taxes on amounts paid hereunder, except to the extent Respondent is required by applicable law to withhold.

9. INDEMNIFICATION

9.1 Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising out of any third-party claim based on acts or omissions occurring after the Effective Date or arising from the indemnifying party's breach of this Agreement.

10. NOTICES

10.1 All notices required or permitted under this Agreement shall be in writing and delivered personally, sent by certified mail (return receipt requested), overnight courier, or by electronic transmission with confirmation to the addresses set forth below.

11. AMENDMENTS; WAIVER

11.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver by any party of any breach or default shall be deemed a waiver of any subsequent breach or default.

12. SEVERABILITY

12.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial intent of the invalid provision.

13. ENTIRE AGREEMENT

13.1 This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral, relating to such subject matter.

14. COUNTERPARTS; EXECUTION

14.1 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 facsimile or electronic image shall be binding and deemed original signatures.

15. GOVERNING LAW

15.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for purposes of any action to enforce this Agreement.

16. ATTORNEYS' FEES

16.1 If any action is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party, in addition to any other relief to which such party may be entitled.

17. ENFORCEMENT

17.1 If any party fails to perform its obligations under this Agreement, the other party shall be entitled to seek specific performance or injunctive relief and any other remedies available at law or in equity.

ADDITIONAL PROVISIONS

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