Loss Settlement Agreement

LOSS SETTLEMENT AGREEMENT

This Loss Settlement Agreement (the "Agreement") is made and entered into as of Effective Date: Day Month Year , by and between Claimant Name: with mailing address: (hereinafter "Claimant"), and Insurer Name: with mailing address: (hereinafter "Insurer"). Claimant and Insurer are collectively referred to as the "Parties."

RECITALS

WHEREAS, Claimant submitted a claim identified as Claim Number: arising from a loss that allegedly occurred on Day Month Year (the "Loss");

WHEREAS, the Parties wish to settle and resolve all claims, demands, causes of action and liabilities arising out of or relating to the Loss without admission of fault or liability; and

WHEREAS, the Parties desire to record the terms and conditions of their settlement in writing.

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. SETTLEMENT PAYMENT

1.1 Settlement Amount. Subject to the terms and conditions of this Agreement, Insurer agrees to pay Claimant the total gross sum of $ (the "Settlement Amount").

1.2 Method and Timing of Payment. Payment shall be made as follows:

Lump Sum payment Installment payments

2. RELEASE

2.1 Release by Claimant. Upon receipt of the Settlement Amount in accordance with Section 1, Claimant fully and forever releases and discharges Insurer and its past and present parents, subsidiaries, affiliates, directors, officers, employees, agents and representatives (collectively, the "Released Parties") from any and all claims, demands, liabilities, obligations, actions and causes of action, whether known or unknown, asserted or unasserted, fixed or contingent, arising out of or related to the Loss.

2.2 Scope. This release includes, without limitation, any claim for compensatory damages, punitive damages, costs, attorneys' fees, interest, and any other relief that could have been sought in any litigation or administrative proceeding related to the Loss.

3. CONFIDENTIALITY

3.1 Confidential Terms. Except as required by law or as necessary to enforce this Agreement, the Parties shall keep the terms, amount and existence of this Agreement confidential and shall not disclose such information to any third party.

3.2 Permitted Disclosures. Notwithstanding the foregoing, disclosures to legal counsel, tax advisors, auditors or a court of competent jurisdiction are permitted provided that the recipient is informed of the confidentiality obligations herein.

4. REPRESENTATIONS AND WARRANTIES

4.1 Mutual Representations. Each Party represents and warrants to the other that (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms; and (c) the execution and delivery of this Agreement does not violate any agreement or obligation to which it is a party.

4.2 Claimant Representation. Claimant represents that to the best of Claimant's knowledge no other claims exist related to the factual circumstances of the Loss other than those disclosed in writing to Insurer prior to the Effective Date.

5. TAXES AND ALLOCATION

5.1 Tax Responsibility. Each Party shall be responsible for its own tax liabilities arising from the Settlement Amount unless otherwise required by applicable law. No Party shall be responsible for the taxes of any other Party except as required by law.

5.2 Allocation. The Parties agree that any allocation of the Settlement Amount among different categories of damages is for settlement purposes only and shall not be construed as an admission of liability.

6. COOPERATION AND FURTHER ACTIONS

6.1 Cooperation. After execution of this Agreement, each Party shall cooperate and execute such additional documents and take such further actions as may be reasonably necessary to effectuate the terms and intent of this Agreement.

7. NO ADMISSION OF LIABILITY; INDEMNIFICATION

7.1 No Admission. The Parties acknowledge and agree that this Agreement is a compromise of disputed claims and that neither the execution of this Agreement nor any payment made hereunder shall constitute an admission of liability by any Party.

7.2 Indemnification. Each Party shall indemnify and hold harmless the other Party from and against any third-party claims arising from its breach of this Agreement or from statements or representations made outside the scope of this Agreement.

8. NOTICES

8.1 Form. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), or by overnight courier to the addresses set forth below or to such other address as a Party may designate by written notice.

9. AMENDMENTS; WAIVER; COUNTERPARTS

9.1 Amendments. This Agreement may be amended or modified only by a written instrument executed by both Parties.

9.2 Waiver. No waiver of any breach or default hereunder shall be valid unless in writing and signed by the Party granting the waiver. No waiver shall be deemed a waiver of any subsequent breach.

9.3 Counterparts. 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 as effective as original signatures.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1 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 law principles.

10.2 Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written.

10.3 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

11. MISCELLANEOUS

11.1 Further Assurances. Each Party shall execute and deliver such further documents and shall take such additional actions as may be reasonably necessary to effectuate the purposes and intent of this Agreement.

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