Legal Washout Stipulation

LEGAL WASHOUT STIPULATION

This Legal Washout Stipulation (the "Stipulation") is entered into as of by and between Client Name: , whose address for notice is , and Respondent Name: , whose address for notice is . The parties are sometimes individually referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, a dispute has arisen between the Parties concerning certain claims, demands, actions, or causes of action described as:

WHEREAS, the Parties wish to resolve and finally dispose of all differences, claims, and causes of action between them without further litigation, expense, or admission of liability;

WHEREAS, the Parties desire to set forth their agreement in writing and to obtain mutual releases and dismissal of pending proceedings as set forth below;

NOW, THEREFORE

In consideration of the mutual covenants, promises and releases contained in this Stipulation 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 Stipulation, the following terms shall have the meanings set forth below: (a) "Released Claims" means any and all claims, demands, actions, causes of action, obligations, damages, losses, costs, or liabilities, whether known or unknown, as described in the claims_description field and arising prior to the Effective Date; (b) "Effective Date" means the date stated in the opening paragraph above.

2. MUTUAL RELEASE AND WAIVER

Subject to the terms and conditions of this Stipulation, each Party, on behalf of itself and its past and present officers, directors, employees, agents, assigns, successors, attorneys, insurers and reinsurers, hereby unconditionally and irrevocably releases, remises, and forever discharges the other Party and the other's agents, representatives, insurers, attorneys, predecessors, successors and assigns from any and all Released Claims, whether known or unknown, suspected or unsuspected, asserted or unasserted, contingent or vested, including claims for costs, fees, interest, and punitive damages, to the fullest extent permitted by law.

3. DISMISSAL OF LITIGATION

Within days of the Effective Date, the Parties shall take all necessary steps to dismiss with prejudice all pending actions between them identified as: . Each Party shall bear its own costs and attorneys' fees in connection with such dismissal unless otherwise specified herein.

The Parties may select the form of dismissal to be filed. Select one:

Dismissal with prejudice    Dismissal without prejudice

4. CONSIDERATION

As full and complete consideration for the releases and covenants contained herein, the Parties acknowledge receipt of the following consideration:

If monetary payment is part of the consideration, payment shall be made as follows:

5. NO ADMISSION OF LIABILITY

Except as expressly set forth in this Stipulation, nothing contained in this Stipulation shall be construed as an admission of liability, wrongdoing or fault by any Party. Each Party expressly disclaims any such liability and enters into this Stipulation solely to avoid the burden, expense and uncertainty of litigation.

6. CONFIDENTIALITY

The Parties agree that the terms, existence, and amount of consideration of this Stipulation shall be kept confidential and shall not be disclosed to any third party except as required by law, necessary to enforce this Stipulation, or to the Parties' legal and financial advisors who agree to maintain confidentiality. Notwithstanding the foregoing, disclosures required by applicable law or by any governmental or regulatory authority are permitted.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full authority to enter into this Stipulation, that no other persons or entities must consent for this Stipulation to be binding, and that it has not assigned, conveyed, or transferred any right or interest in any of the Released Claims. Each Party further represents that it has been advised of its right to seek independent legal counsel.

8. FURTHER ASSURANCES

Each Party shall execute and deliver any and all documents and take any such actions reasonably necessary to effectuate the terms and purposes of this Stipulation, including but not limited to executing dismissal papers, releases, and other instruments requested by the other Party to effectuate the release and dismissal contemplated herein.

9. ATTORNEYS' FEES AND COSTS

Unless otherwise expressly provided in this Stipulation, each Party shall bear its own attorneys' fees and costs incurred in connection with the dispute and the negotiation and execution of this Stipulation. Any claim for fees or costs not expressly reserved is waived.

10. NOTICES

All notices or communications required or permitted under this Stipulation shall be in writing and delivered by personal delivery, overnight courier, or certified mail, return receipt requested, addressed to the Parties at the addresses set forth in the opening paragraph or to such other address as a Party may designate by notice given pursuant to this section. Notices are effective upon receipt.

11. GOVERNING LAW

This Stipulation shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Stipulation.

12. ENTIRE AGREEMENT

This Stipulation constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether oral or written. No representation, promise, or inducement not included in this Stipulation shall be binding upon any Party.

13. SEVERABILITY

If any provision of this Stipulation is held to be invalid, illegal, or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

14. AMENDMENT; WAIVER

No amendment, modification, or waiver of any provision of this Stipulation shall be effective unless made in writing and signed by authorized representatives of both Parties. No failure or delay by any Party in exercising any right shall operate as a waiver thereof.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

This Stipulation may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. Signatures exchanged by facsimile or electronic transmission shall be deemed original signatures for all purposes.

16. MISCELLANEOUS

The headings in this Stipulation are for convenience only and shall not affect the interpretation of this Stipulation. The Parties acknowledge that they have read and understand this Stipulation and that they enter into it voluntarily and with full knowledge of its legal effect.

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