Legal Stipulated Agreement

LEGAL STIPULATED AGREEMENT

This Legal Stipulated Agreement ("Agreement") is entered into as of , by and between Party A Name: , an entity with principal address at ; and Party B Name: , an entity with principal address at .

RECITALS

WHEREAS, Party A has asserted certain claims and causes of action against Party B arising out of or related to the matters described in the claims statement attached as Exhibit A and incorporated herein by reference; and

WHEREAS, Party B denies liability for the asserted claims but desires to avoid the expense, uncertainty and burden of further proceedings; and

WHEREAS, the parties desire to settle and resolve all disputes, claims and causes of action between them on the terms and conditions 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

For purposes of this Agreement, the following terms shall have the following meanings: "Claims" means any and all complaints, causes of action, demands, suits, counterclaims, cross-claims, damages, liabilities, obligations, losses and claims for relief, whether known or unknown, asserted or unasserted, arising out of the matters described in Exhibit A; "Effective Date" means the date first written above.

2. STIPULATION AND SETTLEMENT

2.1 Settlement Payment. Party B shall pay to Party A, in full and final settlement of the Claims, the sum of $ (the "Settlement Amount"), subject to the payment schedule set forth in Section 2.2.

2.2 Payment Terms. The Settlement Amount shall be paid as follows: initial payment of $ due on , , and the remaining balance of $ payable no later than , .

3. RELEASE

3.1 Release by Party A. Upon receipt in good funds of the Settlement Amount as provided herein, Party A, on behalf of itself and its past and present officers, directors, employees, agents, representatives, insurers, attorneys, successors and assigns, irrevocably releases, acquits and forever discharges Party B and its present and former parents, subsidiaries, affiliates, officers, directors, employees, agents, insurers, attorneys, successors and assigns from any and all Claims, demands, actions and causes of action, whether known or unknown, which Party A has or may have against Party B arising out of the matters described in Exhibit A.

3.2 No Admission. This Agreement is a compromise of disputed claims and neither this Agreement nor the furnishing of the consideration shall be construed as an admission of liability or wrongdoing by any party, which liability is expressly denied.

4. DISMISSAL AND COVENANTS

4.1 Dismissal. Within days after receipt of the final payment described in Section 2.2, the parties shall file a stipulated dismissal with prejudice of all pending litigation between them arising from the Claims, each party to bear its own costs and fees except as otherwise provided herein.

4.2 Covenant Not to Sue. Each party covenants and agrees not to commence, prosecute or pursue any action or claim with respect to the Claims released by the terms of this Agreement.

5. CONFIDENTIALITY

The parties agree that the terms, amount and existence of this Agreement shall be kept confidential and shall not be disclosed to any third party except (a) as required by law or court order, (b) to a party's counsel, accountants, insurers or tax advisors on a need-to-know basis, or (c) as required to effectuate the terms of this Agreement. Breach of this confidentiality obligation shall entitle the non-breaching party to seek injunctive relief and any other remedies available at law or in equity.

Confidentiality applies: (check to confirm agreement)

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; that the person executing this Agreement on behalf of each party is duly authorized; and that this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

7. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach by the indemnifying party of its representations, warranties or covenants under this Agreement.

8. BREACH; REMEDIES

In the event of a material breach of this Agreement by any party, the non-breaching party shall provide written notice of the breach and a reasonable opportunity to cure. If the breach is not cured within the cure period set forth in such notice, the non-breaching party may pursue all available remedies at law or in equity, including specific performance, injunctive relief and recovery of costs and attorneys' fees incurred in enforcing this Agreement.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or by certified mail, return receipt requested, addressed as follows:

10. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom the waiver is asserted. 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 or electronic signatures shall be treated as original signatures.

11. GOVERNING LAW; VENUE

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

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely effects the parties' intent.

13. ADDITIONAL TERMS

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