Mediation Settlement Agreement

MEDIATION SETTLEMENT AGREEMENT

This Mediation Settlement Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Claimant Name: whose address is , and Respondent Name: whose address is .

RECITALS

WHEREAS, the parties are involved in a dispute arising out of or related to the matters described as follows:

WHEREAS, the parties participated in a mediation conducted by Mediator: on Mediation Date: ; and

WHEREAS, the parties desire to fully and finally resolve and settle all claims between them on the terms and conditions set forth herein.

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

1. DEFINITIONS

1.1 "Claims" means any and all claims, demands, causes of action, liabilities, obligations, losses, damages, debts, accounts, costs and expenses (including attorneys' fees), whether known or unknown, suspected or unsuspected, asserted or unasserted, arising out of or in any way related to the dispute described above.

2. SETTLEMENT CONSIDERATION AND PAYMENT

2.1 Settlement Amount. In full and final settlement of the Claims, Respondent agrees to pay Claimant the total sum of $ (the "Settlement Amount"), subject to the terms and schedule set forth herein.

2.2 Payment Schedule. The Settlement Amount shall be paid as follows:

2.3 Payment Mechanics. Payments shall be made to Payee Name: at Account/Payment Details:

3. RELEASES

3.1 Claimant Release. Upon receipt of the Settlement Amount in accordance with Section 2, Claimant, on behalf of itself, its past and present heirs, executors, administrators, agents, representatives, attorneys, insurers, successors and assigns, irrevocably releases and forever discharges Respondent and its past and present parents, subsidiaries, affiliates, employees, officers, directors, agents, insurers, successors and assigns (collectively, the "Released Parties") from any and all Claims.

3.2 Respondent Release. Upon full performance of the obligations set forth in this Agreement, Respondent likewise releases Claimant and Claimant's affiliates, agents, employees, attorneys, insurers, successors and assigns from any and all Claims arising out of the dispute.

3.3 Scope of Release. The releases set forth in this Section 3 include all Claims whether known or unknown, suspected or unsuspected, and the parties expressly waive any rights under any statute or common law principle purporting to preserve unknown claims, to the fullest extent permitted by law.

4. CONFIDENTIALITY

4.1 Confidentiality Obligation. Except as required by law or as set forth below, the parties agree that the terms, amount and existence of this Agreement shall be confidential and shall not be disclosed to any third party, except to the parties' attorneys, accountants, insurers, and immediate family, provided such persons agree to maintain confidentiality.

4.2 Permitted Disclosures. Notwithstanding the foregoing, disclosures required by court order or governmental authority, disclosures to enforce or interpret this Agreement, or disclosures necessary to report taxable income shall be permitted.

5. NO ADMISSION

The parties acknowledge and agree that this Agreement is a compromise of disputed claims and that neither this Agreement nor compliance with this Agreement shall constitute or be construed as an admission of liability, wrongdoing or unlawful conduct by any party.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Agreement, that this Agreement represents a binding obligation on such party, and that the person executing this Agreement on behalf of each party is duly authorized to do so.

7. INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other party from and against any losses, claims, liabilities, costs or expenses (including reasonable attorneys' fees) arising from any breach of this Agreement or from any claim by a third party with respect to matters released by this Agreement where such claim arises from the indemnifying party's conduct.

8. TAXES

Except as otherwise provided herein, each party shall bear its own federal, state, local and other taxes arising from the payments or other transactions contemplated by this Agreement. The parties shall cooperate in good faith to address any tax reporting obligations.

9. COSTS AND ATTORNEYS' FEES

Except as expressly provided herein, each party shall bear its own costs, expenses and attorneys' fees in connection with the dispute and the negotiation and execution of this Agreement. If a party breaches this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred to enforce this Agreement.

10. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or at such other address as either party may designate in writing in accordance with this Section.

11. 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.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether written or oral.

13. SEVERABILITY

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

14. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. ENFORCEMENT

The parties acknowledge that irreparable injury may result to a party in the event of a breach of the confidentiality or release provisions of this Agreement and that money damages may be an inadequate remedy. Accordingly, a party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

16. FURTHER ASSURANCES

The parties shall execute and deliver such additional documents and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

17. ADDITIONAL TERMS

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