Proposed Settlement Stipulations

PROPOSED SETTLEMENT STIPULATIONS

This Proposed Settlement Stipulations (the "Stipulations") is entered into as of the Effective Date: by and between Plaintiff: with principal address and Defendant: with principal address .

RECITALS

WHEREAS, Plaintiff commenced a civil action captioned in the Court of competent jurisdiction under case number (the "Action") asserting claims arising from the facts described in the pleadings; and

WHEREAS, Defendant denies liability for the claims asserted in the Action but desires to settle and compromise all asserted and unasserted claims as set forth herein in order to avoid the expense, inconvenience and uncertainty of protracted litigation; and

WHEREAS, the parties desire to set forth the terms, conditions and procedures by which the Action will be resolved and dismissed with prejudice, subject to the Court's approval where required.

NOW, THEREFORE

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

1. DEFINITIONS

1.1 "Agreement" means these Stipulations and all exhibits and schedules attached hereto.

1.2 "Released Claims" means any and all claims, demands, actions, causes of action, suits, debts, contracts, agreements, liabilities, obligations, damages, losses, costs and expenses (including attorneys' fees) known or unknown, suspected or unsuspected, asserted or unasserted, that arise out of or relate to the facts, transactions, occurrences or omissions that were alleged or could have been alleged in the Action.

2. SETTLEMENT CONSIDERATION

2.1 Payment. Defendant shall cause to be paid to Plaintiff the total gross sum of (the "Settlement Amount") pursuant to the schedule and instructions set forth in Section 2.2 below. Payment shall be made in cleared funds by wire transfer or check as provided for in this Agreement.

2.3 Allocation. The parties agree that the Settlement Amount will be allocated for accounting and tax purposes as follows: attorneys' fees ; costs ; client recovery .

3. RELEASES

3.1 Mutual Release by Plaintiff. Upon receipt of the Settlement Amount in accordance with Section 2, Plaintiff, on behalf of Plaintiff and Plaintiff's agents, representatives, heirs, successors and assigns, hereby fully, finally and forever releases and discharges Defendant and Defendant's past and present parents, subsidiaries, affiliates, officers, directors, employees, agents, attorneys, insurers and assigns from any and all Released Claims.

3.2 Release by Defendant. Upon receipt of a release executed by Plaintiff in the form attached hereto, Defendant releases Plaintiff from any counterclaims or cross-claims arising from the Action.

4. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that neither the negotiation nor the performance of this Agreement shall be construed as an admission of liability, fault or wrongdoing by any party, and that all parties expressly deny liability.

5. DISMISSAL

Within days following receipt of the Settlement Amount and execution of all release documents required hereunder, Plaintiff shall file or cause to be filed in the Action a stipulation of dismissal with prejudice or, if required, a proposed order dismissing the Action with prejudice.

6. CONFIDENTIALITY

6.1 Confidentiality Obligation. The parties agree that the terms, amount and existence of this Agreement shall be Confidential Not Confidential.

6.2 Notwithstanding the foregoing, disclosures required by law or by a court of competent jurisdiction or disclosures to professional advisors who agree to maintain confidentiality are permitted.

7. ATTORNEYS' FEES AND COSTS

Each party shall bear its own attorneys' fees and costs except as otherwise provided in a separate written fee agreement. Any allocation of fees referenced herein does not create a right to additional payment beyond the Settlement Amount except as expressly set forth in writing.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Agreement, that this Agreement constitutes a valid and binding obligation of such party, and that no other consents are required to effectuate this Agreement except as disclosed in writing to the other party.

9. ENFORCEMENT AND SPECIFIC PERFORMANCE

The parties agree that irreparable harm would occur in the event any provision of this Agreement were not performed in accordance with its specific terms and that the parties shall be entitled to seek injunctive relief or specific performance to enforce the provisions of this Agreement in addition to any other remedy at law or in equity.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the following addresses by hand, nationally recognized overnight courier, or certified mail, return receipt requested:

11. GOVERNING LAW; VENUE

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

12. ENTIRE AGREEMENT; SEVERABILITY

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

13. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by the parties. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be valid and binding for all purposes.

15. MISCELLANEOUS PROVISIONS

15.1 The headings in this Agreement are for convenience only and shall not affect its interpretation.

15.2 Each party represents that the person executing this Agreement on its behalf is duly authorized to bind the party to the terms of this Agreement.

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