Legal Withdrawal Stipulation

LEGAL WITHDRAWAL STIPULATION

This Legal Withdrawal Stipulation (the "Stipulation") is entered into on this day of , , by and between Client Name: (hereinafter "Withdrawing Party") and Opposing Party Name: (hereinafter "Other Party"), concerning the action styled , Case No.: , pending in .

RECITALS

WHEREAS, Withdrawing Party previously filed the pleading described as (the "Pleading") in the Action; and

WHEREAS, the parties have conferred and desire to resolve, withdraw, or otherwise discontinue the Pleading on the terms set forth in this Stipulation; and

WHEREAS, the parties intend that this Stipulation, when executed by both parties and filed with the Court if required, will govern the parties' rights with respect to withdrawal of the Pleading.

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

1. WITHDRAWAL OF PLEADING

1.1 Withdrawal. The Withdrawing Party hereby agrees to withdraw the Pleading described above. Within days after the Effective Date (as defined below), the Withdrawing Party shall file with the Court a formal notice or stipulation of withdrawal and any proposed order required to effectuate the withdrawal.

1.2 Effective Date. The withdrawal of the Pleading shall become effective upon the filing of the notice or stipulation with the Court, or, if no filing is required, upon the date the parties exchange fully executed counterparts of this Stipulation (the "Effective Date").

2. EFFECT OF WITHDRAWAL

2.1 No Admission. Except as expressly set forth herein, the withdrawal of the Pleading is made without admission of liability, fault, wrongdoing or damages by any party, and shall not be construed as an admission for any purpose.

2.2 Prejudice. The parties agree that the withdrawal shall be: With prejudice Without prejudice If both boxes are checked, the parties acknowledge that further specification is required in Section 11 or by separate written agreement.

2.3 Dismissal and Court Filings. If the Withdrawing Party intends dismissal of any claims, the parties shall cooperate in preparing and submitting any required stipulation or proposed form of order to the Court. The parties shall not unreasonably withhold signatures on filings necessary to effectuate the withdrawal.

3. COSTS, ATTORNEYS' FEES AND EXPENSES

3.1 Each party shall bear its own costs, expenses and attorneys' fees incurred in connection with the Action and the negotiation and execution of this Stipulation, except as otherwise agreed in writing below.

4. MUTUAL RELEASES

4.1 Release by Withdrawing Party. Upon the Effective Date, to the extent applicable, the Withdrawing Party releases the Other Party from all claims, demands and causes of action relating solely to the Pleading, except for claims preserved under Section 5 below or expressly excluded in this Stipulation.

4.2 Release by Other Party. Upon the Effective Date, the Other Party releases the Withdrawing Party from all claims, demands and causes of action arising from the Pleading to the extent set forth above.

5. PRESERVATION OF CLAIMS

5.1 Saved Claims. The parties may specify claims or affirmative defenses that survive this withdrawal. Such preserved matters must be set forth here:

6. CONFIDENTIALITY

6.1 Confidentiality. The parties agree that the terms of this Stipulation shall remain confidential not be confidential. If confidentiality is selected, any permitted disclosure and remedies for breach shall be described below.

7. NOTICES

7.1 All notices, requests, consents and other communications required or permitted under this Stipulation shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing from time to time.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party represents and warrants that it has full authority to enter into this Stipulation, that it has obtained all necessary approvals to execute this Stipulation, and that the person signing below on its behalf is authorized to do so.

9. AMENDMENT; WAIVER; COUNTERPARTS

9.1 Amendment. This Stipulation may be amended or modified only by a written instrument executed by both parties.

9.2 Waiver. No waiver of any provision of this Stipulation shall be effective unless in writing and signed by the party granting the waiver.

9.3 Counterparts. This Stipulation may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

10.1 Governing Law. This Stipulation shall be governed by and construed in accordance with the substantive laws of the jurisdiction in which the Court sits, without regard to its conflict of laws principles.

10.2 Severability. If any provision of this Stipulation is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10.3 Entire Agreement. This Stipulation contains 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.

11. MISCELLANEOUS

11.2 Execution. The parties agree that signatures transmitted by electronic means (including PDF or facsimile) shall have the same full force and effect as original signatures.

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