Mediation Compliance Notice

MEDIATION COMPLIANCE NOTICE

This Mediation Compliance Notice is made effective as of by and between Party A: with a principal address at , and Party B: with a principal address at .

RECITALS

WHEREAS, the Parties participated in mediation administered on and reached certain settlement discussions and provisional agreements; and

WHEREAS, the Parties desire a binding mechanism to monitor and enforce the specific actions, timelines, and reporting obligations agreed during mediation (the "Settlement Terms"); and

WHEREAS, the Parties agree that prompt, documented compliance with the Settlement Terms is necessary to effectuate the resolution and to avoid further dispute or court intervention.

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

1.1 "Settlement Terms" means the specific obligations, payments, and actions set forth in Exhibit A if attached, or otherwise described in Section 2 of this Notice. 1.2 "Compliance Plan" means the schedule and procedures for completing obligations described in Section 3. 1.3 "Notice of Non-Compliance" means written notice delivered pursuant to Section 8 identifying a material failure to perform under this Notice.

2. SETTLEMENT TERMS AND OBLIGATIONS

2.1 The Parties acknowledge and agree the following settlement items constitute binding obligations to be performed in accordance with the dates and manner specified below. Each obligation is a material term of this Notice.

Due Date: Responsible Party:

Due Date: Responsible Party:

2.2 Payment Obligations: If any monetary payment is required, the party making payment shall remit the amount by the date specified and provide a written confirmation of payment. Amount (if any): Payment Due Date:

3. TIMELINE AND REPORTING

3.1 The Parties shall follow the Compliance Plan below. Each milestone requires written confirmation of completion delivered in accordance with Section 8.

Milestone 1 Completion Date: Submitted By:

Milestone 2 Completion Date: Submitted By:

4. CERTIFICATION OF COMPLIANCE

4.1 Within five (5) business days after each milestone completion, the responsible party shall deliver a written certification to the other party and to the designated compliance recipient confirming performance and stating with specificity the acts taken to comply.

5. CONFIDENTIALITY

5.1 Communications, statements, and proposals made during mediation are confidential. Notwithstanding confidentiality, the Parties agree that this Notice and any certification of compliance may be disclosed to enforce the Settlement Terms or as otherwise required by law.

5.2 Any confidential information disclosed in connection with compliance obligations shall be used solely for the purpose of verifying performance under this Notice and shall not be used for collateral litigation except to the extent necessary to enforce the Settlement Terms.

6. REMEDIES AND ENFORCEMENT

6.1 If a Party materially fails to perform an obligation by the applicable deadline, the non-breaching Party may deliver a Notice of Non-Compliance specifying the failure, and the breaching Party shall have ten (10) business days to cure the breach. If not cured, the non-breaching Party may seek equitable relief, including specific performance, injunctive relief, or an order for sanctions or contempt where authorized by law.

6.2 The prevailing Party in any enforcement action shall be entitled to recover reasonable attorneys' fees and costs incurred in connection with enforcing this Notice.

By checking this box, the signatory expressly authorizes the non-breaching Party to file a Notice of Non-Compliance with a court of competent jurisdiction to seek enforcement remedies.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that (a) it has the full power and authority to execute and deliver this Notice and to perform its obligations hereunder; (b) the individual executing this Notice on behalf of a Party is duly authorized to bind that Party; and (c) the execution, delivery and performance of this Notice will not violate any agreement to which the Party is a party or by which it is bound.

8. NOTICES

8.1 All notices, requests, consents and other communications required or permitted under this Notice shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a Party may designate in writing).

9. AMENDMENT; WAIVER; COUNTERPARTS

9.1 This Notice 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 waiving compliance.

9.2 This Notice 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 delivered by electronic transmission shall be effective as originals.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

10.1 Governing Law. This Notice shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law.

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

10.3 Entire Agreement. This Notice, together with any attached exhibits and any written amendments, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements relating thereto.

11. MISCELLANEOUS

11.1 Headings used in this Notice are for convenience only and shall not affect the interpretation of its provisions. Time is of the essence with respect to all dates and deadlines specified in this Notice.

CERTIFICATION: Each undersigned certifies that the signatory has full authority to bind the Party on whose behalf the signatory signs, and that the Party accepts the obligations, remedies and timelines set forth in this Notice.

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