Release and Settlement Agreement

RELEASE AND SETTLEMENT AGREEMENT

This Release and Settlement Agreement (the Agreement) is made and entered into as of by and between Releasor Name: with an address at and Releasee Name: with an address at (collectively, the Parties).

RECITALS

WHEREAS, a dispute has arisen between the Parties concerning certain claims, demands, causes of action, and alleged damages arising out of or related to (the Dispute);

WHEREAS, the Parties wish to fully and finally resolve and settle all claims, demands, actions and liabilities between them without admission of liability and on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties acknowledge that this Agreement is a compromise of disputed claims and is entered into to avoid the expense, inconvenience and uncertainty of litigation.

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

1. RELEASE

1.1 Release by Releasor. In consideration of the payments and promises set forth in this Agreement, Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, successors and assigns, hereby irrevocably and unconditionally releases and forever discharges Releasee and Releasee's past, present and future officers, directors, agents, employees, affiliates, insurers, attorneys and assigns (collectively, the Released Parties) from any and all claims, demands, causes of action, suits, contracts, obligations, liabilities, damages, losses, costs and expenses of any nature whatsoever, whether known or unknown, suspected or unsuspected, contingent or fixed, arising out of or relating to the Dispute up to the Effective Date defined below.

1.2 Release by Releasee. Simultaneously, Releasee, on behalf of Releasee and Releasee's heirs, successors and assigns, releases and forever discharges Releasor and Releasor's officers, directors, agents, employees and representatives from all claims related to the Dispute, subject to the obligations expressly set forth in this Agreement.

2. SETTLEMENT PAYMENT

2.1 Payment Amount. In full settlement of the Dispute, Releasee shall pay to Releasor the gross sum of (Settlement Amount), subject to the deductions and timing set forth below.

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

2.3 Condition Precedent. The obligations of Releasee to make the payments under this Agreement are expressly conditioned upon receipt by Releasee of any required executed tax documentation from Releasor, including a valid taxpayer identification or other documentation as reasonably requested.

3. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has the full right, power and authority to enter into this Agreement; (b) the person executing this Agreement on behalf of such Party is duly authorized to bind such Party; and (c) this Agreement constitutes a valid and binding obligation enforceable against such Party in accordance with its terms.

4. CONFIDENTIALITY

Except as 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 strictly confidential and shall not disclose such information to any third party without the prior written consent of the other Party. Notwithstanding the foregoing, disclosures to attorneys, accountants, or as required in legal proceedings are permitted provided the recipient agrees to maintain confidentiality.

5. NO ADMISSION OF LIABILITY

The Parties acknowledge and agree that this Agreement is a compromise of disputed claims and that neither this Agreement nor the consummation of the transactions contemplated hereby shall be construed as, or deemed to be, an admission of liability or wrongdoing by any Party.

6. INDEMNIFICATION

Each Party shall indemnify and hold harmless the other Party from and against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any breach by the indemnifying Party of its representations, warranties or covenants under this Agreement.

7. COOPERATION

The Parties agree to cooperate and execute such further documents and to take such further actions as may be reasonably necessary to carry out the intent and purposes of this Agreement.

8. TAX MATTERS

Each Party shall be responsible for its own tax liabilities arising from the receipt or payment of any amounts under this Agreement. The Parties shall cooperate in good faith to provide any necessary documentation for tax reporting and shall consult their own tax advisors regarding the tax consequences of this Agreement.

9. REMEDIES AND ENFORCEMENT

The Parties acknowledge that monetary damages may be inadequate to compensate for a breach of the confidentiality, release, or other material provisions of this Agreement and agree that, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief to prevent or cure any breach or threatened breach of this Agreement.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth above or to such other address as a Party may designate in writing in accordance with this Section. Notice to Releasor to:

11. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

12. GOVERNING LAW

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.

13. ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the Parties, whether written or oral, relating to such subject matter.

14. 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 be affected or impaired, and the Parties shall negotiate in good faith to replace the invalid, illegal or unenforceable provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid, illegal or unenforceable provision.

15. 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 electronic means shall be deemed originals for all purposes.

CONFIRMATIONS

By executing below, each Party acknowledges that it has read and fully understands this Agreement, that it has been afforded an opportunity to consult with counsel of its choice, and that it executes this Agreement voluntarily and with full knowledge of its terms and legal effect.

Sign Now