Mediation Settlement Letter

MEDIATION SETTLEMENT LETTER

This Mediation Settlement Letter (the "Agreement") is made and entered into on , by and between Claimant: , located at ; and Respondent: , located at .

RECITALS

WHEREAS, a dispute has arisen between Claimant and Respondent concerning the matters described in the mediation session conducted on (the "Dispute");

WHEREAS, the parties participated in mediation with the assistance of the undersigned mediator and have reached a proposed settlement resolving the Dispute subject to the terms set forth herein;

WHEREAS, the parties intend by this Agreement to set forth the complete and binding terms of their settlement and to effectuate a full and final resolution of the Dispute without admission of liability.

NOW, THEREFORE

In consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SETTLEMENT PAYMENT

Respondent agrees to pay Claimant the total gross settlement amount of $ (the "Settlement Amount"), payable as follows:

a) Initial payment of $ due on or before .

b) Balance of $ payable in installments, each installment due on or before the day of each month commencing .

c) Payment method: Check Wire transfer ACH or other mutually agreed method. Payment shall be made to the payee designated in writing by Claimant.

2. RELEASE

Upon receipt by Claimant of the full Settlement Amount in cleared funds, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, agents and assigns, hereby fully and forever releases, relinquishes, and discharges Respondent and its past and present parents, subsidiaries, affiliates, officers, directors, employees, agents, insurers and attorneys from any and all claims, demands, actions, causes of action, suits, debts, liabilities, obligations, losses, and damages of every kind and nature, whether known or unknown, asserted or unasserted, arising out of or related to the Dispute.

This Release is a material part of the consideration for this Agreement and shall be effective as of the date of full payment.

3. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that this Agreement is entered into solely to compromise and settle disputed claims. Nothing in this Agreement shall be construed as an admission of liability or wrongdoing by any party, all such liability being specifically denied.

4. CONFIDENTIALITY

The parties agree that the terms, amount and circumstances of this settlement shall remain confidential and shall not be disclosed to any third party except (a) as required by law, (b) to the parties' counsel, accountants or insurers who agree to be bound by confidentiality, or (c) as reasonably necessary to effectuate the settlement. Any permitted disclosure shall include a reference to the confidentiality obligation contained herein.

5. DISMISSAL AND FURTHER ACTIONS

Within days after receipt of full payment, the parties shall take all reasonable and necessary actions to dismiss with prejudice all claims and counterclaims relating to the Dispute in any pending litigation or arbitration, and execute any documents reasonably required to effectuate dismissal.

6. TAXES

Each party shall be responsible for its own tax reporting and payment obligations with respect to the Settlement Amount. Neither party shall have any obligation to indemnify the other for the other party’s tax liabilities except as expressly provided by applicable law or by separate written agreement.

7. COSTS, FEES AND EXPENSES

Each party shall bear its own attorneys’ fees, costs and expenses incurred in connection with the Dispute and the negotiation, execution and performance of this Agreement, unless otherwise agreed in writing.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the persons executing this Agreement on its behalf are duly authorized, and that the Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

9. ENFORCEMENT

The parties acknowledge that a breach of the confidentiality or payment provisions of this Agreement would cause irreparable harm for which monetary damages may be an inadequate remedy, and agree that equitable relief, including injunctive relief and specific performance, shall be available in addition to any other remedies.

10. NOTICES

Notices to Claimant

Notices to Respondent

Notices shall be effective upon receipt when delivered personally, by nationally recognized overnight courier, or five (5) business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested.

11. AMENDMENT; WAIVER

This Agreement may be amended only by a writing signed by both parties. No waiver of any provision hereof shall be deemed a waiver of any other provision or of the same provision on another occasion unless such waiver is in writing and signed by the party to be bound.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising under this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

14. 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 means shall be effective as originals.

ADDITIONAL PROVISIONS

Special provisions or modifications to standard settlement terms (if any):

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