Legal Signed Accord Agreement

LEGAL SIGNED ACCORD AGREEMENT

This Legal Signed Accord Agreement ("Agreement") is entered into as of by and between Party A: (hereinafter "Creditor") and Party B: (hereinafter "Debtor"). The Creditor and the Debtor are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Creditor claims that Debtor is indebted to Creditor under certain obligations arising from , including all claims for principal, interest, fees, and costs (collectively, the "Claim"); and

WHEREAS, the Parties desire to resolve and finally settle any and all disputes, differences and claims between them arising out of or relating to the Claim without further litigation or admission of liability; and

WHEREAS, the Parties have negotiated the terms of a full and final accord and satisfaction upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, promises and releases 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 "Accord" means this Agreement and the obligations of the Debtor to make the Settlement Payment defined in Section 2. "Release" means the full release described in Section 3. Terms defined elsewhere in this Agreement have the meanings ascribed to them in the context in which they appear.

2. SETTLEMENT PAYMENT

2.1 Payment Amount. In full and final settlement of the Claim, Debtor shall pay Creditor the total sum of $ (the "Settlement Payment").

2.2 Payment Terms. The Settlement Payment shall be paid as follows: . If installments are selected, the final installment shall be due no later than .

2.3 Method of Payment. Payments shall be made by to the following account or address as directed by Creditor upon execution of this Agreement.

3. RELEASE; COVENANT NOT TO SUE

3.1 Release by Creditor. Upon receipt in cleared funds of the Settlement Payment in accordance with Section 2, Creditor, on behalf of itself and its past and present affiliates, subsidiaries, successors, assigns, agents, attorneys, officers, directors and employees, hereby fully and forever releases and discharges Debtor and Debtor's past and present affiliates, subsidiaries, successors, assigns, agents, attorneys, officers, directors and employees from any and all claims, demands, actions, causes of action, liabilities, obligations, damages, and expenses of any kind, whether known or unknown, suspected or unsuspected, fixed or contingent, that arise out of or relate to the Claim.

3.2 Covenant Not to Sue. Creditor covenants not to commence, continue or maintain any action, suit or proceeding against Debtor with respect to any matter released under Section 3.1, except to enforce the rights arising under this Agreement.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder; that the person signing on its behalf is duly authorized; and that upon execution this Agreement will constitute a legal, valid and binding obligation enforceable against such Party in accordance with its terms.

4.2 Creditor represents and warrants that it is the sole owner of the Claim or otherwise has full authority to release and settle the Claim and that no other person or entity has a right to recover on the Claim.

5. NO ADMISSION

5.1 This Agreement and the activities undertaken pursuant to it are entered into solely for the purpose of compromising and settling disputed claims and shall not be construed as an admission of liability, wrongdoing, or fault by any Party. No Party shall be deemed to have admitted any fact, claim or defense by virtue of agreeing to this Agreement.

6. CONFIDENTIALITY

6.1 Except as required by law or court order, the Parties shall keep the terms, amount and existence of this Agreement confidential and shall not disclose such information to any third party, except to their attorneys, accountants, insurers, or as reasonably necessary to effectuate the terms of this Agreement, each of whom shall be instructed to keep such information confidential.

6.2 Notwithstanding the foregoing, a Party may disclose the existence and terms of this Agreement to the extent necessary for tax reporting, regulatory filings, or to enforce the Agreement.

7. TAXES

7.1 Each Party shall be responsible for its own income and other taxes and reporting obligations arising from the Settlement Payment. If any withholding is required by applicable law, Debtor shall withhold the required amounts and provide Creditor with documentation evidencing such withholding.

8. REMEDIES AND ENFORCEMENT

8.1 If Debtor fails to make any payment when due, Creditor may declare the entire unpaid balance immediately due and payable and pursue all remedies available at law or in equity, including recovery of attorneys' fees and costs reasonably incurred in enforcing this Agreement.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be given to the Parties at the addresses set forth below (or such other address as a Party designates by notice in accordance with this Section):

10. AMENDMENT; WAIVER

10.1 This Agreement may be amended or modified only by a written instrument executed by both Parties. No delay or failure to exercise any right or remedy under this Agreement shall constitute a waiver of such right or remedy unless made in writing and signed by the waiving Party.

11. COUNTERPARTS; ELECTRONIC EXECUTION

11.1 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. Facsimile, scanned, or electronic signatures shall be deemed originals for all purposes.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

12.1 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 provisions.

12.2 Severability. If any provision of this Agreement is held 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.

12.3 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, understandings, negotiations and discussions, whether oral or written, relating thereto.

13. ADDITIONAL PROVISIONS

13.1 Attorneys' Fees. The prevailing Party in any enforcement action arising out of this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

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