Settlement Agreement Document

Settlement Agreement Document

This Settlement Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Claimant Name: with principal address: ("Claimant"), and Respondent Name: with principal address: ("Respondent"). Collectively Claimant and Respondent are the "Parties."

Recitals

WHEREAS, Claimant has asserted certain claims and causes of action against Respondent arising out of the facts, events and transactions described in Claimant's correspondence and communications; and

WHEREAS, Respondent denies liability for the claims asserted by Claimant but wishes to resolve all disputes, claims and potential litigation with Claimant to avoid the burdens and expense of further proceedings; and

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

NOW, THEREFORE

In consideration of the mutual covenants, promises and releases herein contained, 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 shall have the meanings set forth below. "Released Claims" means any and all claims, demands, actions, causes of action, suits, liabilities, obligations, damages, losses, costs and expenses (including attorneys' fees) known or unknown, asserted or unasserted, that were or could have been alleged by Claimant against Respondent arising out of the facts, transactions or occurrences described in the recitals above through the Effective Date.

2. Settlement Payment

Respondent shall pay to Claimant the total settlement amount of (the "Settlement Amount") upon the terms set forth herein.

Payment shall be made by: to Claimant at the address set forth in the Notices section. Payment shall be made no later than unless the Parties agree otherwise in writing.

If the Parties agree to installment payments, the Parties shall indicate as follows: Payment by installments. If checked, number of installments:

3. Release

Upon receipt of the Settlement Amount in full, Claimant, on behalf of itself and its predecessors, successors, assigns, agents, attorneys, insurers and representatives, hereby irrevocably and unconditionally releases and forever discharges Respondent, and its parents, subsidiaries, affiliates, and each of their past and present officers, directors, employees, agents and insurers (collectively, the "Released Parties"), from the Released Claims.

This Release constitutes a full and final accord and satisfaction and is intended to bar any future recovery by Claimant for any Released Claims.

4. Confidentiality

The Parties agree that the terms, amount and existence of this Agreement shall be confidential and shall not be disclosed to any third party except (a) to a Party's attorneys, accountants, insurers, or tax advisors who agree to maintain confidentiality, (b) as required by applicable law or court order, or (c) in confidence to a prospective purchaser of a Party's business. Any permitted disclosure shall not include the Settlement Amount unless required by law.

5. Representations and Warranties

Each Party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing this Agreement on its behalf is authorized to do so, and that, to the best of such Party's knowledge, no other person or entity has an interest in the Released Claims except as disclosed in writing prior to the Effective Date.

6. Taxes

Each Party shall be responsible for its own tax liabilities resulting from the payments and allocations made under this Agreement. Claimant shall be solely responsible for reporting and paying any taxes due on the Settlement Amount unless the Parties expressly agree otherwise in writing.

7. No Admission of Liability

This Agreement and compliance with this Agreement shall not be construed as an admission of liability, wrongdoing, fault or unlawful conduct by Respondent, which expressly denies any liability. The Parties agree that this Agreement is a compromise of disputed claims.

8. Indemnification

Each Party shall indemnify and hold harmless the other Party from and against any and all liabilities, losses, damages, claims or expenses (including reasonable attorneys' fees) arising from any breach of any representation, warranty or covenant contained in this Agreement.

9. Breach and Remedies

In the event of a material breach of this Agreement by a Party, the non-breaching Party shall be entitled to seek specific performance, injunctive relief, and any other remedies available at law or in equity. The Parties agree that monetary damages alone may be insufficient to remedy a breach of the confidentiality obligations herein.

10. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

11. Amendments and Waiver

This Agreement may be amended, modified or supplemented only by a written instrument duly executed by both Parties. No failure or delay by either Party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude other or further exercise of that right or the exercise of any other right.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

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 agreements, understandings, negotiations and discussions, whether oral or written.

14. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and shall be construed so as to best effectuate the intent of the Parties.

15. 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 delivered by electronic transmission shall be deemed originals for all purposes.

16. Execution

The persons executing this Agreement on behalf of the Parties represent and warrant that they are authorized to bind the respective Parties to the terms and conditions of this Agreement.

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