Settlement Agreement Draft

SETTLEMENT AGREEMENT DRAFT

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

RECITALS

WHEREAS, Claimant asserts certain claims, demands, causes of action or liabilities against Respondent arising out of the matter described below; and

WHEREAS, the parties wish to avoid the uncertainty, expense and delay of further dispute and litigation and desire to fully and finally resolve all claims between them on the terms set forth in this Agreement; and

WHEREAS, the parties acknowledge that this Agreement is a negotiated resolution and that neither party admits any liability or fault by entering into this Agreement except as expressly set forth herein.

NOW, THEREFORE

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

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "Released Claims" means any and all claims, demands, liabilities, obligations, actions, causes of action, suits, debts, accounts, contracts, agreements, promises, damages, losses, costs, expenses, attorneys' fees and any other claims of whatever nature, known or unknown, suspected or unsuspected, asserted or unasserted, that arise out of or relate to the matters described in the recitals above.

2. DESCRIPTION OF DISPUTE

3. SETTLEMENT CONSIDERATION

In full and final settlement of the Released Claims, Respondent agrees to pay Claimant the Settlement Amount of $ payable as follows: Payment Due Date: .

Wire transfer    Check    Other (specify below)

4. PAYMENT PROCEDURES

Payment shall be tendered to Claimant at the Notice Address for Claimant or to such other person or address as Claimant may designate in writing. Respondent shall bear any bank fees associated with wire transfers and shall cause the full Settlement Amount to be received by Claimant free and clear of any deductions or offsets. Time is of the essence for the payment obligations contained herein.

5. RELEASES

Upon receipt of the Settlement Amount in accordance with this Agreement, Claimant hereby fully, finally and forever releases, acquits and discharges Respondent and its past, present and future agents, attorneys, insurers, affiliates, subsidiaries, parents, successors and assigns from all Released Claims. Respondent hereby fully, finally and forever releases Claimant from any counterclaims arising out of the same subject matter.

6. CONFIDENTIALITY

The parties agree that the terms and existence of this Agreement shall be confidential and shall not be disclosed to any third party except as required by law or as necessary to enforce this Agreement. The parties may disclose this Agreement to their attorneys, accountants and immediate family members provided such recipients agree to be bound by confidentiality obligations no less protective than those set forth herein.

Confidentiality Required: Yes    No

7. NON-ADMISSION

This Agreement is a compromise of disputed claims and does not constitute an admission of liability, wrongdoing or fault by any party. No party shall be deemed to have admitted any such liability by virtue of this Agreement or its performance hereunder.

8. 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 individual signing on its behalf is duly authorized to execute this Agreement; and that, to its knowledge, the execution and performance of this Agreement will not violate any applicable law, regulation or contract to which such party is subject.

9. TAXES

Each party shall bear its own taxes arising from the receipt or payment of the Settlement Amount, except as otherwise required by law. If any withholding or tax deduction is required by law, the party required to make such withholding shall notify the other party in writing and shall provide evidence of such withholding upon request.

10. ATTORNEYS' FEES AND COSTS

Except as otherwise set forth herein, each party shall bear its own attorneys' fees and costs incurred in connection with the matters resolved by this Agreement. The parties may specifically allocate payment of any fees or costs by separate written instrument incorporated herein by reference.

11. NOTICES

All notices, demands or other communications required or permitted by this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or by overnight courier to the addresses set forth below or to such other address as either party may designate by written notice to the other.

12. AMENDMENT AND 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. No failure or delay by any party in exercising any right shall operate as a waiver thereof.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

14. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, promises and agreements, whether written or oral.

15. 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 remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' intent.

16. 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. Facsimile or electronic signatures shall be binding for all purposes.

17. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. All obligations and rights created by this Agreement inure to the benefit of and are enforceable by the parties and their respective successors and permitted assigns.

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