Signed Settlement Agreement

SIGNED SETTLEMENT AGREEMENT

This Settlement Agreement (the "Agreement") is made and entered into as of Effective Date: , by and between Claimant Name: , an entity or individual with address: ("Claimant"), and Respondent Name: , an entity or individual with address: ("Respondent"). Claimant and Respondent are each a "Party" and together the "Parties."

RECITALS

WHEREAS, a dispute has arisen between the Parties concerning certain claims, demands, causes of action and alleged damages arising out of or related to the facts and matters described in Claim Description: ; and

WHEREAS, the Parties desire to fully and finally resolve and settle all disputes, claims and potential claims between them without admission of liability, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties acknowledge that this Agreement is intended to avoid the time, expense and uncertainty of litigation and to effectuate a complete resolution of the matters described above.

NOW, THEREFORE, in consideration of the mutual covenants, promises and releases contained 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 Agreement, the following terms shall have the meanings set forth below: "Claim" means any claim, demand, suit, cause of action, obligation or liability, asserted or unasserted, known or unknown, arising out of or related to the matters described in the Recitals. "Released Parties" means Respondent and its past and present officers, directors, employees, agents, representatives, insurers, attorneys, successors and assigns. "Effective Date" means the date first written above.

2. SETTLEMENT PAYMENT

In full and final settlement of all Claims, Respondent agrees to pay to Claimant the total Settlement Amount of $ (the "Settlement Payment"), subject to the terms set forth in this Section.

Payment shall be made as follows: Payment Method/Instructions:

Payment Due Date: . If payment is not received by the Payment Due Date, Respondent shall be liable for interest at the lesser of 6% per annum or the maximum rate permitted by law, calculated from the Payment Due Date until paid in full.

3. RELEASE BY CLAIMANT

Upon receipt in good funds of the Settlement Payment, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, successors and assigns, hereby fully, finally and forever releases and discharges the Released Parties from any and all Claims arising on or before the Effective Date that relate to the Matters, whether known or unknown, foreseen or unforeseen, suspected or unsuspected, contingent or non-contingent. This release shall be construed as a full and final release to the maximum extent permitted by applicable law.

4. MUTUAL RELEASE

To the extent applicable, and except as otherwise expressly provided in this Agreement, the Parties mutually release each other from any Claims arising out of or relating to the Matters, provided that such mutual release shall not impair any obligation set forth in this Agreement.

5. NO ADMISSION OF LIABILITY

The Parties agree and acknowledge that this Agreement is a compromise of disputed claims and that neither this Agreement nor any action taken pursuant to it shall be construed as an admission of liability or wrongdoing by any Party, all such liability being expressly denied.

6. CONFIDENTIALITY

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. Disclosure to a Party's legal counsel, accountant, insurers, and direct tax advisors is permitted provided such recipients are informed of the confidentiality obligations and agree to be bound by them. A breach of confidentiality shall entitle the non-breaching Party to injunctive relief in addition to any other remedies at law or in equity.

7. TAXES

Each Party shall be responsible for its own federal, state and local tax obligations arising from the Settlement Payment. If any tax withholding is required by applicable law, the Party required to make such withholding shall deduct the required amount and provide appropriate documentation to the other Party.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full authority to enter into this Agreement and to perform its obligations hereunder; that the person signing on behalf of a Party has been duly authorized; and that there are no existing agreements that would limit or impair the enforcement of this Agreement by the other Party.

9. COOPERATION; DISMISSAL

The Parties shall cooperate and execute such documents and take such actions as may be reasonably necessary to effectuate the terms and intent of this Agreement, including, where applicable, the prompt dismissal with prejudice of any pending litigation related to the Matters upon receipt of the Settlement Payment.

10. NOTICES

Notices to Claimant

Notices to Respondent

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered by hand, sent by nationally recognized overnight courier, or five (5) days after deposit in the U.S. mail, postage prepaid, to the address set forth above or to such other address as a Party designates by written notice to the other Party.

11. ATTORNEYS' FEES AND COSTS

Each Party shall bear its own attorneys' fees and costs incurred in connection with the Matters and the negotiation, preparation and execution of this Agreement, except as otherwise agreed in writing or ordered by a court of competent jurisdiction.

12. 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.

13. ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules hereto, constitutes the entire agreement between the Parties with respect to the Matters and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether written or oral, relating thereto.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that effectuates the original intent of the Parties as closely as possible.

15. AMENDMENT; WAIVER

No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. The failure of a Party to enforce any provision shall not constitute a waiver of that or any other provision.

16. COUNTERPARTS; ELECTRONIC SIGNATURES

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 electronic means (including scanned signatures sent by email) shall be binding and have the same force and effect as original signatures.

17. ENFORCEMENT

In the event of a breach of this Agreement, the non-breaching Party shall be entitled to seek all remedies available at law or in equity, including specific performance and injunctive relief. The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

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