Romsey Settlement Agreement

ROMSEY SETTLEMENT AGREEMENT

This Settlement Agreement ("Agreement") is made and entered into as of by and between Claimant: and Respondent: . Claimant and Respondent are collectively referred to herein as the Parties and individually as a Party.

RECITALS

WHEREAS, Claimant commenced or threatened to commence claims, actions or proceedings against Respondent relating to the matters described as Romsey dispute (the "Dispute"); and

WHEREAS, Respondent denies liability for the Dispute but desires to avoid further expense, uncertainty and inconvenience of litigation; and

WHEREAS, the Parties desire to settle and resolve fully and finally all claims, disputes and differences between them on the terms and conditions set forth in this Agreement.

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

1. SETTLEMENT PAYMENT

1.1 Payment Obligation. In full settlement and satisfaction of all claims arising from the Dispute, Respondent shall pay to Claimant the total sum of $ (the "Settlement Amount") in accordance with the schedule below.

1.2 Payment Schedule. Respondent shall make the Settlement Amount payment by to Claimant no later than . If payment is made in installments, the specific installment amounts and dates are set forth in the payment schedule attached as Exhibit A and incorporated herein.

1.3 Failure to Pay. If Respondent fails to remit the Settlement Amount in accordance with this Agreement, the entire outstanding balance shall become immediately due and payable and Claimant shall be entitled to seek specific performance and all other remedies available at law or in equity, including recovery of costs and attorneys' fees incurred enforcing this Agreement.

2. MUTUAL RELEASE

2.1 Release by Claimant. Upon receipt of the Settlement Amount as required by this Agreement, Claimant, for itself and its agents, representatives, heirs, executors, administrators, successors and assigns, hereby releases, acquits and forever discharges Respondent, and its past and present officers, directors, employees, agents, affiliates, successors and assigns, from any and all claims, demands, actions, causes of action, liabilities, obligations, damages and expenses, whether known or unknown, asserted or unasserted, arising out of or relating to the Dispute through the Effective Date.

2.2 Release by Respondent. Upon execution of this Agreement, Respondent, for itself and its agents, representatives, heirs, executors, administrators, successors and assigns, releases, acquits and forever discharges Claimant and Claimant's agents, representatives, successors and assigns, from any claims relating to the Dispute through the Effective Date.

3. CONFIDENTIALITY

3.1 Confidentiality Obligation. Except as required by law or as necessary to effectuate the terms of this Agreement, the Parties shall keep the terms of this Agreement and all communications and negotiations leading to it strictly confidential. Disclosure to legal, tax, accounting or financial advisors is permitted provided such persons are informed of and bound by the confidentiality obligations herein.

3.2 Permitted Disclosures. Notwithstanding the foregoing, either Party may disclose the terms of this Agreement to courts, government authorities, or as required for tax reporting purposes, provided the disclosing Party uses reasonable efforts to limit dissemination and notify the other Party prior to such disclosure when permitted.

4. DISMISSAL AND COOPERATION

4.1 Dismissal. Promptly upon receipt of the Settlement Amount, Claimant shall file or cause to be filed a dismissal with prejudice of any actions or proceedings related to the Dispute, with each Party bearing its own costs unless otherwise agreed in writing.

4.2 Cooperation. The Parties shall cooperate and take reasonable steps to effectuate the terms of this Agreement, including executing stipulations, releases and other documents reasonably necessary to implement the settlement.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the person executing this Agreement on its behalf is duly authorized to do so; and (c) no further approvals are necessary to make this Agreement binding and enforceable.

6. TAXES

Unless otherwise expressly provided, each Party shall be responsible for its own federal, state and local tax obligations arising from the receipt or payment of the Settlement Amount. Claimant shall be solely responsible for any tax reporting or payments attributable to the Settlement Amount, except to the extent Respondent is required by applicable law to withhold taxes, in which case Respondent shall withhold only the minimum required and shall provide Claimant with appropriate documentation.

7. NO ADMISSION

The Parties agree that this Agreement and any payments made hereunder are compromises of disputed claims and shall not be construed as an admission of liability, wrongdoing, or fault by any Party, all such liability being expressly denied.

8. ENFORCEMENT AND REMEDIES

In the event of material breach of this Agreement, the non-breaching Party shall be entitled to seek specific performance and injunctive relief in addition to any other remedies at law or in equity. The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

9. NOTICES

Notice Address for Claimant:

Notice Address for Respondent:

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, by nationally recognized overnight courier, by certified mail return receipt requested, or by electronic mail with confirmation of receipt, to the addresses set forth above or as otherwise notified in writing.

10. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The failure of a Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of the right to enforce it subsequently.

11. 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.

12. ENTIRE AGREEMENT

This Agreement, together with any exhibits referenced herein, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether oral or written.

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. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be valid and binding.

15. ATTORNEYS' FEES

In any action to enforce this Agreement or to recover damages for its breach, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs, in addition to any other relief to which such Party may be entitled.

ADDITIONAL PROVISIONS

The Parties acknowledge that they have had the opportunity to consult with counsel of their choosing and that they enter into this Agreement voluntarily and with full knowledge of its terms.

Optional Notes or Special Terms:

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