Refund Settlement Agreement

REFUND SETTLEMENT AGREEMENT

This Refund Settlement Agreement ("Agreement") is made and entered into as of Effective Date: , by and between Company Name: , an entity organized as with principal place of business at (hereinafter "Company"), and Client Name: , with address at (hereinafter "Client"). Company and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client alleges that Company owes Client a refund in connection with certain goods or services provided by Company (the "Dispute"); and

WHEREAS, the Parties wish to resolve and settle all disputes, claims, demands and causes of action arising out of or relating to the Dispute without admission of liability and to provide for the payment of a refund to Client under the terms set forth below; and

WHEREAS, the Parties intend that this Agreement constitute a full, final and binding settlement of all claims arising from the Dispute.

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 have the meanings set forth below:

"Refund Amount" means the total gross amount to be paid by Company to Client as full and final settlement of the Dispute, in the principal sum of USD, to be allocated and paid in accordance with Section 2.

2. SETTLEMENT PAYMENT

2.1 Payment. Company shall pay the Refund Amount to Client in accordance with the following terms: Payment Method: ; Payment Due Date: .

2.2 Manner of Payment. All payment(s) shall be made in lawful U.S. currency, free and clear of any setoff or deduction, and shall be delivered to Client at the address provided for Notices in Section 8 or by wire transfer to an account designated in writing by Client.

2.3 Itemization. The Parties agree that the Refund Amount shall be apportioned as set forth in the itemization below. The Parties acknowledge that this itemization allocates the Refund Amount for settlement purposes only and does not constitute an admission of liability by Company.

3. RELEASE

3.1 Release by Client. Upon receipt in full of the Refund Amount as provided in Section 2, Client, on behalf of Client and Client's affiliates, predecessors, successors, assigns, agents, employees, officers, directors and attorneys, hereby fully, finally and forever releases, remises and discharges Company and its affiliates, and each of their respective officers, directors, employees, agents, successors and assigns (collectively, the "Company Released Parties") from any and all claims, demands, causes of action, liabilities, obligations, rights, damages and expenses of whatever kind or nature, whether known or unknown, suspected or unsuspected, that Client has asserted or could have asserted arising out of or relating to the Dispute through the Effective Date.

3.2 Release by Company. Upon execution of this Agreement, Company fully and forever releases Client and Client's officers, directors, agents, employees, successors and assigns from any claims arising out of the Dispute through the Effective Date, except for claims arising from a material breach of this Agreement by Client.

4. NO ADMISSION

The Parties acknowledge and agree that this Agreement is a compromise of disputed claims and shall not be construed as an admission of liability, fault, wrongdoing or violation of law by any Party. Neither this Agreement nor the payment of the Refund Amount shall be admissible as evidence of liability in any proceeding, except to enforce the terms of this Agreement or as required by law.

5. CONFIDENTIALITY

Except as otherwise required by law or as necessary to effectuate the terms of this Agreement, the Parties agree to keep the terms and existence of this Agreement confidential and shall not disclose its terms to any third party without the prior written consent of the other Party. Notwithstanding the foregoing, the Parties may disclose the terms of this Agreement to their accountants, legal counsel, insurers and as otherwise required by court order.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; that the person signing on its behalf is authorized to do so; and that this Agreement is a valid and binding obligation enforceable in accordance with its terms.

7. TAXES

Unless otherwise agreed in writing, each Party shall be responsible for its own taxes, fees and other governmental charges arising from the transactions contemplated by this Agreement. To the extent any withholding or reporting is required by law with respect to amounts payable hereunder, the paying Party shall withhold and remit such amounts and shall provide the other Party with documentation of such withholding.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given: (a) upon personal delivery; (b) on the date sent by certified mail, return receipt requested; or (c) on the date delivered by overnight courier, to the addresses set forth below (or to such other address as a Party may designate by notice in accordance with this Section).

9. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any third-party claim to the extent such claim results from the indemnifying Party's willful misconduct, gross negligence, or breach of this Agreement.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to choice of law principles that would result in the application of the laws of any other jurisdiction.

11. ENTIRE AGREEMENT

This Agreement contains the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, understandings and representations, whether written or oral, concerning such subject matter.

12. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Parties. No failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof. 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.

14. CERTIFICATION

Each Party acknowledges that it has read this Agreement, understands its contents, has had an opportunity to consult with counsel of its choice, and enters into this Agreement voluntarily and with full knowledge of its legal effect.

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