Settlement Agreement Final Minutes

SETTLEMENT AGREEMENT FINAL MINUTES

This Settlement Agreement Final Minutes (the Agreement and Final Minutes) is made and entered into as of the Effective Date: by and between Party A: , represented by , title ; and Party B: , represented by , title .

RECITALS

WHEREAS, a dispute exists between the parties concerning the matters described as: (the Dispute);

WHEREAS, the parties met in settlement discussions and conducted a meeting to finalize the terms of settlement on (the Meeting); and

WHEREAS, the parties desire to set forth in these final minutes the material settlement terms, the actions to be taken to effect the settlement, and mutual releases to be exchanged upon satisfaction of the conditions set forth below.

NOW THEREFORE

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

1. DEFINITIONS

Defined terms used in these Final Minutes shall have the meanings set forth in this section. "Settlement Payment" means the cash consideration described in Section 2. "Released Claims" means the claims, demands, rights and causes of action released pursuant to Section 3. Other capitalized terms have the meanings assigned elsewhere in this Agreement.

2. SETTLEMENT TERMS

2.1 Settlement Payment. Party A shall pay to Party B the total amount of $ (Settlement Payment) in full satisfaction of the monetary aspects of the Dispute.

2.2 Payment Schedule. The Settlement Payment shall be paid as follows:

2.3 Escrow or Disbursement Agent. If applicable, the parties will deliver the Settlement Payment to the Escrow Agent: , account/instructions:

3. MUTUAL RELEASE

3.1 Mutual Release by Party A. Upon receipt in cleared funds of the Settlement Payment and satisfaction of the conditions precedent in Section 6, Party A, for itself and its predecessors, successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees and agents, hereby irrevocably releases and forever discharges Party B and its respective predecessors, successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees and agents from all claims, actions, demands, liabilities and causes of action of any nature arising out of or relating to the Dispute, through the Effective Date, except as expressly reserved in this Agreement.

3.2 Mutual Release by Party B. Upon completion of the obligations set forth herein, Party B similarly releases Party A to the fullest extent described in Section 3.1.

3.3 Exceptions. The releases set forth in this Section do not apply to claims that cannot be waived as a matter of law or to the extent expressly reserved in writing in these Final Minutes:

4. DISMISSAL AND COURT FILINGS

4.1 The parties agree to cooperate in good faith to prepare and file stipulations or motions to dismiss with prejudice any pending litigation or administrative matters relating to the Dispute. Such filings shall be made by the following deadline: .

5. FINAL MINUTES AND ADMINISTRATIVE ACTIONS

5.1 The undersigned representatives certify that these Final Minutes accurately set forth the material settlement terms agreed by the parties at the Meeting. The parties further record the following actions agreed at the Meeting:

5.2 Attendees at the Meeting:

6. CONDITIONS PRECEDENT

6.1 The obligations to effectuate the releases and payments set forth herein are subject to the occurrence of the following conditions precedent: delivery of executed counterpart release documents; receipt of cleared Settlement Payment; and filing of dismissal documents where required. Any condition precedent that is not satisfied within the time specified may be waived in writing by the affected party.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full authority to enter into this Agreement and to perform its obligations hereunder; (b) the person executing this Agreement on its behalf is duly authorized; and (c) the execution and delivery of this Agreement and the performance of its obligations do not violate any agreement to which it is a party.

8. CONFIDENTIALITY

The parties agree that the terms and existence of this settlement, the Final Minutes, and any negotiations leading to it shall be confidential and shall not be disclosed except as required by law or as necessary to implement the settlement (including disclosure to accountants, legal counsel, and financial institutions under customary confidentiality obligations).

9. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any losses, liabilities or expenses arising out of any breach of its representations, warranties or covenants contained in this Agreement, except to the extent such losses arise from the indemnified party's own willful misconduct or gross negligence.

10. NOTICES

Notice Address for Party A

Notice Address for Party B

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and delivered to the addresses provided above and shall be effective upon receipt.

11. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by the party against whom enforcement is sought. The failure of any party to exercise any right shall not constitute a waiver of that right.

12. 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.

13. ENTIRE AGREEMENT

These Final Minutes and any documents expressly referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, between the parties.

14. SEVERABILITY

If any provision of this Agreement is held 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.

15. COUNTERPARTS; EXECUTION

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 means shall be deemed binding for all purposes.

CERTIFICATION OF FINAL MINUTES

The undersigned authorized representatives certify that these Final Minutes correctly memorialize the material settlement terms agreed by the parties and that they have the authority to bind their respective principals to the terms contained herein.

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