Mediation Partial Agreement

Mediation Partial Agreement

This Mediation Partial Agreement ("Agreement") is made and entered into as of the Effective Date by and between Party A Name: , with primary address: , and Party B Name: , with primary address: . The Effective Date of this Agreement is: .

RECITALS

WHEREAS, the parties participated in a court-ordered or voluntarily convened mediation session on before a neutral mediator for the purpose of negotiating resolution of certain disputes between them (the "Mediation");

WHEREAS, during the Mediation the parties reached agreement on certain discrete claims, obligations, or items described herein while expressly reserving other claims, defenses, or remedies not expressly resolved by this Agreement; and

WHEREAS, the parties desire to reduce to writing those terms upon which they have reached agreement, to provide for the performance of those terms, and to preserve the parties' respective rights with respect to all matters not resolved.

NOW, THEREFORE, in consideration of the mutual covenants and promises 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 meanings set forth below: "Settled Claims" means the specific claims, causes of action, obligations, or itemized matters expressly identified in Section 2 below as resolved by this Agreement. "Reserved Claims" means all claims, causes of action, defenses, counterclaims, cross-claims, or remedies not expressly included within the definition of Settled Claims. "Effective Date" means the date on which this Agreement has been executed by all parties in the signature block below.

2. PARTIAL SETTLEMENT TERMS

The parties agree that the following claims and items are fully resolved and released as of the Effective Date (describe Settled Claims with specificity):

In full satisfaction of the Settled Claims, the party obligated to make payment shall perform as follows:

Settlement Amount: . Payment shall be made to: . Payment due date or schedule: . If payment will be made in installments, describe schedule below.

All payments shall be made in United States dollars and by the method specified above unless otherwise agreed in writing. Receipt of payment in full of the Settlement Amount, if applicable, shall be a condition precedent to the releases in Section 3 taking effect.

3. RELEASE OF SETTLED CLAIMS; PRESERVATION OF RESERVED CLAIMS

Upon satisfaction of any conditions set forth in Section 2, each party hereby releases and forever discharges the other party and its officers, directors, agents, employees, affiliates and successors from all claims, demands, actions, suits, causes of action and liabilities of any kind that were asserted, or that could have been asserted, in connection with the Settled Claims, whether known or unknown, suspected or unsuspected, through the Effective Date. This release is limited strictly to the Settled Claims and shall not extend to Reserved Claims, which the parties expressly reserve the right to pursue.

4. CONFIDENTIALITY

The parties acknowledge that the Mediation and the parties' communications therein may be subject to applicable mediation confidentiality protections. Except as required by law or court order, or as necessary to enforce this Agreement, the parties shall keep the terms of the Mediation and the terms of this Agreement confidential and shall not disclose them to third parties. Notwithstanding the foregoing, disclosure to a party's counsel, insurer, tax advisor, accountant, or as required to obtain court approval of performance under this Agreement is permitted.

5. NO ADMISSION OF LIABILITY

This Agreement and any payments or concessions made herein are not and shall not be construed as an admission of liability, fault, or wrongdoing by any party. The parties expressly deny any such liability and enter into this Agreement to avoid the burden, expense, and uncertainty of further dispute resolution.

6. ENFORCEMENT; REMEDIES

If a party fails to perform any material obligation under this Agreement, the non-breaching party shall be entitled to seek specific performance, injunctive relief, or any other remedy available at law or in equity. The prevailing party in any enforcement action relating to this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Agreement, that its execution and performance of this Agreement has been duly authorized, and that, if an entity, it is in good standing in its jurisdiction of formation. Each party further represents that it has had the opportunity to confer with counsel concerning this Agreement and signs knowingly and voluntarily.

8. NOTICES

All notices or other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party designates by written notice. Notices shall be deemed given upon personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the U.S. Postal Service via certified mail, return receipt requested.

9. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the substantive laws of the state of , without regard to its conflict of law rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for resolution of disputes arising under or relating to this Agreement, subject to any express agreement to arbitrate or seek alternative dispute resolution for enforcement.

10. ENTIRE AGREEMENT; AMENDMENT; WAIVER

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements, understandings, or representations, whether oral or written, relating to the Settled Claims. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of all parties. No failure or delay by any party in exercising any right hereunder shall constitute a waiver of that right unless such waiver is in writing and signed by the party granting the waiver.

11. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect, and the invalid provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

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 electronic means, including by electronic image or PDF, shall be deemed originals for all purposes.

13. FURTHER ASSURANCES

Each party agrees to execute and deliver such further documents and do such further acts and things as may be reasonably necessary to carry out the provisions and intent of this Agreement.

Sign Now