Settlement Offer of Compromise

SETTLEMENT OFFER OF COMPROMISE

This Settlement Offer of Compromise (the "Offer") is made as of by and between Claimant Name: (hereinafter "Claimant"), and Respondent Name: (hereinafter "Respondent"). This Offer relates to the dispute captioned in the under Docket No. .

RECITALS

WHEREAS, Claimant asserts certain claims against Respondent arising out of the matters described in the pleadings and related correspondence, including alleged damages in an amount up to ; and

WHEREAS, Respondent denies liability for the claims asserted but is willing to make a settlement offer to avoid the burden, expense and uncertainty of further litigation; and

WHEREAS, the parties desire to settle and resolve fully and finally all disputes between them on the terms set forth in this Offer.

NOW, THEREFORE

In consideration of the mutual covenants and promises set forth herein, 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 Offer, the following terms shall have the meanings set forth below:

"Released Claims" means any and all claims, demands, actions, causes of action, suits, obligations, liabilities, damages, losses, costs, expenses and attorneys' fees of any nature, whether known or unknown, asserted or unasserted, that Claimant has or may have against Respondent arising out of or related to the facts and circumstances that are the subject of the dispute described in the Recitals.

2. SETTLEMENT AMOUNT AND PAYMENT

Respondent agrees to pay Claimant, in full settlement and compromise of all Released Claims, the sum of (the "Settlement Amount"), subject to the terms and conditions contained in this Offer.

If payment is to be made in installments, the initial payment of shall be paid on or before , with the balance paid in accordance with the schedule set forth in the Payment Terms. Time is of the essence for all payment obligations.

3. RELEASE

Upon receipt in cleared funds of the Settlement Amount in accordance with Section 2, Claimant, on behalf of itself, its heirs, executors, administrators, agents, successors and assigns, does hereby fully and forever release, remise, acquit and discharge Respondent, and each of their past, present and future officers, directors, employees, agents, insurers, attorneys, predecessors and successors, from all Released Claims.

The release granted by Claimant does not extend to any claims that cannot be released as a matter of law, including criminal claims or claims for workers' compensation benefits, nor does it release any obligation created by this Offer.

4. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that this Offer and any payments made pursuant to it are compromises of disputed claims and that neither this Offer nor the performance thereof shall be construed as an admission of liability, fault, or wrongdoing by any party.

5. CONFIDENTIALITY

The parties agree to keep the terms, amount and existence of this Offer confidential and shall not disclose such information to any third party except to their attorneys, accountants, tax advisors, insurers, or as otherwise required by law or court order. Notwithstanding the foregoing, either party may disclose the terms to a court in furtherance of enforcement of this Offer.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it is duly authorized to enter into this Offer, that the person executing this Offer on its behalf has the authority to bind such party, and that upon execution and full performance of the actions required hereunder, no further claims known to the executing party will remain to be asserted with respect to the matters released herein.

7. TAXES

Unless otherwise agreed in writing, each party shall be responsible for its own tax liabilities arising from the Settlement Amount. The party receiving payment shall be solely responsible for any reporting and payment obligations of taxes on amounts received, and shall indemnify and hold harmless the paying party for any taxes, penalties or interest assessed against the paying party as a result of the recipient's failure to report or pay taxes when due.

8. INDEMNIFICATION

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

9. COSTS AND ATTORNEYS' FEES

Except as expressly provided herein, each party shall bear its own costs and attorneys' fees incurred in connection with the dispute and the negotiation of this Offer. If a party breaches this Offer and the non-breaching party is required to incur attorneys' fees to enforce it, the breaching party shall pay the reasonable attorneys' fees and costs incurred by the non-breaching party in enforcing this Offer.

10. NOTICES

All notices, demands, consents, approvals or other communications required or permitted under this Offer shall be in writing and shall be deemed given when delivered personally, on the next business day if sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, addressed as follows:

11. ACCEPTANCE; DEADLINE

This Offer shall remain open for acceptance by Claimant until (the "Acceptance Deadline"). If not accepted in writing by the Acceptance Deadline, this Offer shall be deemed revoked and of no further force or effect. Acceptance must be by written signature of Claimant as provided in the signature block below.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT; SEVERABILITY

This Offer constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and discussions, whether oral or written. If any provision of this Offer is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification, or waiver of any provision of this Offer shall be effective unless in writing and signed by both parties. No waiver of any breach shall constitute a waiver of any other or subsequent breach. This Offer 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.

15. ENFORCEMENT; SPECIFIC PERFORMANCE

The parties agree that irreparable injury would result from a breach of the confidentiality or release provisions of this Offer for which monetary damages may be an inadequate remedy, and that the non-breaching party shall be entitled to seek specific performance, injunctive or other equitable relief to enforce this Offer in addition to any other remedies available at law or in equity.

16. ADDITIONAL TERMS

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