Settlement Contract Letter

SETTLEMENT CONTRACT LETTER

This Settlement Contract Letter (the "Agreement") is made and entered into as of Effective Date: by and between Claimant Name: with address and Respondent Name: with address .

RECITALS

WHEREAS, Claimant asserts certain claims arising out of or relating to (the "Claims"), including any causes of action, demands and damages to date; and

WHEREAS, Respondent denies liability for the Claims but desires to resolve all disputes without further litigation or arbitration; and

WHEREAS, the parties wish to fully and finally resolve all matters between them on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

"Claims" means all claims, demands, actions, causes of action, suits, debts, liabilities, obligations, costs and expenses, whether known or unknown, suspected or unsuspected, related to the facts described in the recitals.

"Released Parties" means Respondent and its affiliates, predecessors, successors, assigns, insurers, and each of their respective officers, directors, employees, agents and representatives.

2. SETTLEMENT PAYMENT

In full consideration for the release provided in Section 3, Respondent agrees to pay Claimant the gross settlement amount of $ (the "Settlement Payment"), subject to the following terms.

Payment shall be made by: . Payment shall be sent to Claimant at: unless otherwise directed in writing.

Payment schedule: . If payment is to be made by installments, Respondent shall not be in default if payment is received within five (5) business days of the scheduled date.

3. RELEASE

Upon receipt of the Settlement Payment in accordance with Section 2, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, agents, assigns and representatives, hereby unconditionally and irrevocably releases and forever discharges the Released Parties from any and all Claims arising out of or related to the subject matter described in the recitals, whether known or unknown, liquidated or unliquidated, and whether brought or threatened as of the Effective Date.

Notwithstanding the foregoing, this release shall not apply to obligations expressly set forth in this Agreement or to any claims arising after the Effective Date.

4. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that this Agreement is a compromise of disputed claims and that neither the execution nor performance of this Agreement shall constitute an admission of liability by any party, nor shall it be offered as evidence of liability in any proceeding, except to enforce the terms of this Agreement.

5. CONFIDENTIALITY

The parties agree that the terms, amount, and existence of this Agreement shall be kept confidential by the parties and their counsel and shall not be disclosed to any third party except as required by law, to tax or accounting professionals, or pursuant to a written agreement among the parties. Breach of this confidentiality obligation shall give rise to the remedies set forth in Section 8.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it is duly authorized to enter into this Agreement, that the person executing this Agreement on its behalf has the authority to bind that party, and that the execution and performance of this Agreement do not violate any agreement to which such party is bound.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of any breach of its representations, warranties or covenants in this Agreement.

8. TAXES

Each party shall be responsible for its own taxes resulting from the Settlement Payment. Any reporting, withholding or payment obligations imposed by law shall be the responsibility of the party required to perform such reporting, unless otherwise expressly agreed in writing.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the respective parties at the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section).

10. ENFORCEMENT; SPECIFIC PERFORMANCE

The parties acknowledge that money damages may be an inadequate remedy for breach of the confidentiality or release provisions and that, in addition to other remedies, specific performance and injunctive relief may be awarded by a court of competent jurisdiction to enforce such provisions.

11. 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 laws principles.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

13. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision hereof shall be effective unless in writing signed by the party against whom enforcement is sought. 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.

14. ADDITIONAL TERMS

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