Settlement Agreement Template

SETTLEMENT AGREEMENT

This Settlement Agreement ("Agreement") is entered into as of Effective Date: by and between Claimant Name: and Respondent Name: . The parties agree to resolve all disputes and claims between them on the terms set forth below.

RECITALS

WHEREAS, Claimant initiated or threatened legal proceedings against Respondent relating to certain facts, events, or transactions described as: (the "Dispute"); and

WHEREAS, the parties desire to fully and finally resolve and settle all claims, demands, and causes of action arising out of or related to the Dispute without the expense, delay, or uncertainty of further litigation;

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

SETTLEMENT PAYMENT

1.1 Payment. In full settlement of all claims, Respondent agrees to pay Claimant a total gross settlement amount of $ (the "Settlement Amount"), to be paid as follows:

1.2 Payment Terms. Payment shall be made by to Claimant no later than . If installment payments are agreed, the schedule is: .

1.3 Condition Precedent. Respondent's obligation to pay is subject to receipt of any required signed releases, tax documentation, and instructions for payment, as set forth in this Agreement.

RELEASE

2.1 Claimant Release. Upon receipt of the Settlement Amount, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, agents, successors and assigns, hereby fully and finally releases and forever discharges Respondent and its past, present and future parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, employees, agents and attorneys (collectively, the "Released Parties") from any and all claims, demands, actions, causes of action, suits, liabilities, obligations, damages, losses, costs and expenses of any kind, whether known or unknown, suspected or unsuspected, asserted or unasserted, that Claimant has asserted, could have asserted, or may assert arising out of or relating to the Dispute through the Effective Date.

2.2 No Other Claims. Claimant represents that Claimant has not assigned or transferred any claim released in this Agreement and that Claimant has full authority to execute the release granted herein.

2.3 Mutual Release. If the box is checked, each party hereby releases and forever discharges the other party and the other party's affiliates, officers, directors, employees and agents from any and all claims arising out of the Dispute through the Effective Date.

CONFIDENTIALITY

3.1 Confidentiality Obligation. Except as required by law or as necessary to enforce this Agreement, the parties shall keep the terms, amount, and existence of this Agreement strictly confidential and shall not disclose such information to any third party, provided that a party may disclose such information to its attorneys, accountants, insurers, and potential purchasers or financiers under customary confidentiality obligations.

3.2 Permitted Disclosures. A disclosure required by subpoena, court order, or governmental inquiry shall not be considered a breach of this Section if the disclosing party provides prompt written notice to the other party and cooperates to seek protective measures.

DISMISSAL

4.1 Dismissal With Prejudice. Within days after Respondent's payment in full, Claimant shall file a dismissal with prejudice of all pending actions relating to the Dispute and shall provide Respondent with proof of such filing.

TAXES AND WITHHOLDING

5.1 Responsibility for Taxes. Each party shall be responsible for its own tax obligations arising from the payments under this Agreement. To the extent any withholding is required by law, such withholding shall be the responsibility of .

REPRESENTATIONS AND WARRANTIES

6.1 Authority. Each party represents and warrants that it has full power, capacity and authority to enter into and perform this Agreement, that the person signing on behalf of a party is duly authorized, and that this Agreement is a valid and binding obligation enforceable against such party in accordance with its terms.

NO ADMISSION OF LIABILITY

7.1 No Admission. This Agreement and any actions taken in accordance with it are for the purpose of compromise and settlement only and shall not be construed as an admission of liability, fault, or wrongdoing by any party.

INDEMNIFICATION

8.1 Indemnity. Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of a breach of such party's representations, warranties, or obligations under this Agreement, provided that the indemnified party gives prompt written notice of any such claim and cooperates in the defense.

NOTICES

GOVERNING LAW; VENUE

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

10.2 Venue. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the county specified above for any action to enforce this Agreement.

ENTIRE AGREEMENT; SEVERABILITY

11.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

11.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, 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 achieves the original intent insofar as possible.

AMENDMENT; WAIVER; COUNTERPARTS

12.1 Amendment. This Agreement may be amended, modified or supplemented only by a written instrument signed by both parties.

12.2 Waiver. No waiver of any breach or default shall be effective unless in writing signed by the party granting the waiver, and no waiver shall be deemed a waiver of any subsequent breach or default.

12.3 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 transmitted by facsimile or electronic image shall be deemed original signatures for all purposes.

ATTORNEYS' FEES

13.1 Costs and Fees. Except as otherwise expressly provided in this Agreement, each party shall bear its own attorneys' fees and costs incurred in connection with the Dispute and the negotiation and execution of this Agreement.

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