Unexecuted Settlement Agreement Breakdown

UNEXECUTED SETTLEMENT AGREEMENT BREAKDOWN

THIS UNEXECUTED SETTLEMENT AGREEMENT BREAKDOWN (the Agreement) is entered into by and between Client Name: (“Party A”) and Counterparty Name: (“Party B”) as of Effective Date: .

RECITALS

WHEREAS, Party A has asserted certain claims against Party B arising from: , including Claim Reference Nos.: ; and

WHEREAS, the Parties desire to memorialize the principal economic and procedural terms on which they intend to settle and resolve the claims described above for the purposes of negotiating and preparing a definitive Settlement Agreement; and

WHEREAS, this document is an unexecuted breakdown of settlement terms and does not itself constitute a fully executed settlement agreement but sets forth the material terms that the definitive agreement will incorporate.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows.

1. DEFINITIONS

For purposes of this Breakdown, the following terms shall have the following meanings: (a) “Settlement Amount” means the gross monetary consideration described in Section 2; (b) “Escrow Agent” means the institution or person designated to receive and disburse settlement funds pursuant to the Escrow Instructions; and (c) “Effective Date” means the date set forth above when this Breakdown is executed in counterpart by both Parties or such other date as the Parties specify in the definitive Settlement Agreement.

2. SETTLEMENT PAYMENT

2.1 Settlement Amount. Party B agrees to pay to Party A a total gross Settlement Amount of USD subject to the allocation and deductions set forth in Section 3.

2.2 Method of Payment. Payment will be made by the following method (check all that apply): Wire transfer Check Deposit to Escrow Agent

2.3 Payment Schedule. The Parties anticipate the following payment schedule:

3. ALLOCATION OF FUNDS

3.1 Allocation Schedule. The Parties agree the gross Settlement Amount shall be allocated as follows:

4. CONDITIONS PRECEDENT

4.1 The obligation of Party B to effect payment is subject to the satisfaction or written waiver of the following conditions precedent: (a) execution and delivery of the definitive Settlement Agreement by both Parties; (b) dismissal with prejudice of the identified claims, if required, as evidenced by a filed stipulation of dismissal or order; and (c) delivery of any required releases, waivers, or tax forms. Anticipated date for satisfaction of conditions:

5. RELEASE

5.1 Scope of Release. Upon receipt of the Settlement Amount in accordance with the definitive Settlement Agreement, Party A shall execute a full and final release of Party B, its affiliates, and related parties from all claims, demands, causes of action, liabilities and damages arising out of or relating to the matters described in the Recitals through the Effective Date, except as expressly reserved in the definitive Settlement Agreement.

5.2 Mutual Release. If the Parties intend a mutual release, indicate here: Mutual release applies

6. CONFIDENTIALITY

6.1 Confidentiality Obligation. The Parties agree that the existence, terms, and amount of this settlement shall be kept confidential and shall not be disclosed to any third party except to the extent required by law, to a party’s attorneys, accountants, insurers, or as necessary to effectuate the settlement. Confidentiality applies: Yes

6.2 Permitted Disclosures. A permitted disclosure may be made where reasonably necessary for tax reporting, court filings (which may be filed under seal where available), or in response to valid legal process.

7. ESCROW AND DISBURSEMENT

8. TAX MATTERS

8.1 Tax Allocation and Reporting. The Parties acknowledge that allocation of the Settlement Amount for tax purposes is as set forth in Section 3. Each Party shall be responsible for its own tax reporting and liabilities unless otherwise set forth. Party responsible for withholding or reporting:

8.2 Tax Forms. Any required tax forms (e.g., information reporting) shall be completed and delivered in accordance with applicable law and the definitive Settlement Agreement.

9. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into the definitive Settlement Agreement and to perform its obligations hereunder, that no other consents or approvals are required to effectuate the settlement, and that the person executing the definitive agreement on its behalf is duly authorized to do so.

10. INDEMNIFICATION

Each Party shall indemnify and hold harmless the other Parties from and against any claims arising out of any breach of the representations, warranties or covenants made by the indemnifying Party in the definitive Settlement Agreement, subject to the limitations and procedures set forth therein.

11. NOTICES

All notices required or permitted under this Breakdown or the definitive Settlement Agreement shall be in writing and delivered to the addresses set forth below (or as later designated in writing).

12. AMENDMENT; WAIVER

Any amendment or modification of the definitive Settlement Agreement must be in writing and signed by both Parties. No failure or delay in exercising any right or remedy shall operate as a waiver of such right.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Breakdown and the definitive Settlement Agreement shall be governed by and construed in accordance with the laws of: , without regard to choice of law principles.

13.2 Entire Agreement. This Breakdown, together with the definitive Settlement Agreement when executed, constitutes the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements.

13.3 Severability. If any provision of this Breakdown is held to be invalid 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 effectuates the original intent.

14. COUNTERPARTS; EXECUTION

This Breakdown may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Execution and delivery by electronic transmission of an executed counterpart shall be effective to bind the transmitting Party.

15. ADDITIONAL TERMS / NOTES

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