[{"id":"a808838c-14cf-45a7-a25f-b9c62284cc95","order":1,"text":"SETTLEMENT AGREEMENT AND MUTUAL RELEASE","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"ca73f1f6-74cc-47b2-964a-4fa6799d34f8","order":2,"text":"This Settlement Agreement and Mutual Release (this \"Agreement\") is made and entered into as of [Date of the Agreement] (the \"Effective Date\"), by and between:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"48501fde-12e9-4c4f-981f-940b2a7b5ec6","order":3,"text":"[Full legal name of the first Party], a corporation organized and existing under the laws of the State of [State of organization], with its principal place of business at [Street address], [City, State and ZIP code] (\"[Short name of the first Party]\"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"13f14be2-f63c-40e6-9ad9-997e4dc63cfb","value":"entity","type":"add","operator":"="}]},{"id":"b24a1e60-b9bb-45fb-8536-7bd272f19c15","order":4,"text":"[Full legal name of the first Party], an individual residing at [Street address], [City, State and ZIP code] (\"[Short name of the first Party]\"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"13f14be2-f63c-40e6-9ad9-997e4dc63cfb","value":"individual","type":"add","operator":"="}]},{"id":"4b58378e-1d32-4e4c-b79d-272511d8a8e1","order":5,"text":"[Full legal name of the second Party], a corporation organized and existing under the laws of the State of [State of organization], with its principal place of business at [Street address], [City, State and ZIP code] (\"[Short name of the second Party]\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dfb6592f-b80f-4d05-8976-ecc53c09e9fe","value":"entity","type":"add","operator":"="}]},{"id":"9d7b73d0-ef70-4852-96bc-4c499652d603","order":6,"text":"[Full legal name of the second Party], an individual residing at [Street address], [City, State and ZIP code] (\"[Short name of the second Party]\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dfb6592f-b80f-4d05-8976-ecc53c09e9fe","value":"individual","type":"add","operator":"="}]},{"id":"8ab4228f-c35d-4633-9fd9-f10cba14679d","order":7,"text":"[Short name of the first Party] and [Short name of the second Party] are referred to in this Agreement individually as a \"Party\" and collectively as the \"Parties\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"f71c5c36-1f9e-4410-941f-18e5cc8f4943","order":8,"text":"RECITALS","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"2dd795f5-0f43-41d1-9caf-509deec14f91","order":9,"text":"WHEREAS, the Parties [Describe the relationship between the Parties or the agreement, transaction or events out of which the dispute arose];","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1eb8d1d6-60f2-4302-b6b5-ba82f68594b8","order":10,"text":"WHEREAS, a dispute has arisen between the Parties concerning [Describe the claims asserted and the substance of the dispute] (the \"Dispute\");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b1bf0499-ccdb-41a6-961f-3be2d93c7a8e","order":11,"text":"WHEREAS, on [Date of commencement], a proceeding bearing case number [Case or docket number] was commenced before [Name of the court, tribunal or arbitral forum] (the \"Proceeding\"), in which certain of the claims comprising the Dispute are asserted;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"eb760e1b-77bb-44b4-b790-40e26e55d653","value":"pending","type":"add","operator":"="}]},{"id":"f45966a7-cfda-466f-af8d-44b0c2b8ca16","order":12,"text":"WHEREAS, no lawsuit, arbitration or other formal proceeding has been commenced by either Party concerning the Dispute, and the Parties desire to resolve the Dispute before any such proceeding is commenced;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"eb760e1b-77bb-44b4-b790-40e26e55d653","value":"none","type":"add","operator":"="}]},{"id":"e9d4bf5c-22ff-497b-b831-7adb06be386c","order":13,"text":"WHEREAS, each Party expressly denies any and all liability, wrongdoing and fault in connection with the Dispute, and nothing contained in this Agreement shall be construed as an admission of any kind;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a4d4cb8f-c4e4-4439-8861-5d9353d0ba22","order":14,"text":"WHEREAS, the Parties, without any admission of liability, desire to compromise, settle and resolve the Dispute fully and finally, and to avoid the expense, inconvenience, delay, distraction and uncertainty of contested proceedings;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b455ee8e-c732-41bb-aef7-dbe79b8b39c6","order":15,"text":"NOW, THEREFORE, in consideration of the mutual promises, covenants, releases and undertakings set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"48bcde09-0f8b-4c77-8e8a-e3049e6f8c75","order":16,"text":"1. DEFINITIONS AND INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S01"},{"id":"418afafe-47d4-4272-b326-6e0ae68c585a","order":17,"text":"The recitals set forth above are true and correct and are incorporated into, and made a substantive part of, this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3d2fcf1e-adb5-4502-abcd-5d70b90ebe43","order":18,"text":"\"Business Day\" means any day other than a Saturday, a Sunday or a day on which commercial banks in the State of [Governing State] are authorized or required by law to close.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"94566d88-c3e0-450a-8bcc-8286aad33a4b","order":19,"text":"\"Claims\" means any and all claims, demands, rights, actions, causes of action, suits, proceedings, debts, liabilities, obligations, damages, losses, costs, expenses (including attorneys' fees and expert fees), liens, judgments, penalties, interest, accounts, reckonings, controversies, agreements, promises and demands of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, asserted or unasserted, disclosed or undisclosed, fixed or contingent, liquidated or unliquidated, matured or unmatured, at law, in equity or otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"84e5339c-aabb-4756-9fac-02af01248ab9","order":20,"text":"\"Released Parties\" means, with respect to each Party, that Party together with its past, present and future parent companies, subsidiaries, affiliates, divisions, predecessors, successors and assigns, and each of their respective officers, directors, managers, members, shareholders, partners, principals, employees, agents, attorneys, accountants, insurers, representatives, heirs, executors and administrators, in each case in both their individual and representative capacities.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"822f0e99-1242-49cc-8f48-652737aa8746","order":21,"text":"\"Releasing Parties\" means, with respect to each Party, that Party together with its past, present and future parent companies, subsidiaries, affiliates, divisions, predecessors, successors and assigns, and any person or entity claiming by, through or under that Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"89b55119-a828-42e1-8ed8-c94474d3132e","order":22,"text":"\"Settlement Payment\" has the meaning given to it in the Section entitled \"Settlement Payment\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"744716f7-38fc-454b-91cc-e5c1a08411eb","order":23,"text":"In this Agreement, the singular includes the plural and the plural the singular; the words \"include\", \"includes\" and \"including\" are deemed to be followed by the words \"without limitation\"; \"or\" is not exclusive; a reference to a person includes its permitted successors and assigns; a reference to a statute or rule includes any amendment or successor to it; a period expressed in days means calendar days unless Business Days are specified; and headings are inserted for convenience only and do not affect the interpretation of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"08817021-8df7-446b-a14d-59ce513a9f63","order":24,"text":"2. SETTLEMENT PAYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S02"},{"id":"e9087863-6ca0-4b85-80cb-94b96526d0f1","order":25,"text":"In full and final settlement and compromise of the Dispute, [Short name of the first Party] (the \"Paying Party\") shall pay to [Short name of the second Party] (the \"Receiving Party\") the total sum of $[Settlement amount] ([Settlement amount in words] Dollars) (the \"Settlement Payment\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"251d2792-24b9-4751-849b-eaa55421612b","value":"partyA","type":"add","operator":"="}]},{"id":"c7cc0182-4db7-4196-aafd-0e5aa4fc8eeb","order":26,"text":"In full and final settlement and compromise of the Dispute, [Short name of the second Party] (the \"Paying Party\") shall pay to [Short name of the first Party] (the \"Receiving Party\") the total sum of $[Settlement amount] ([Settlement amount in words] Dollars) (the \"Settlement Payment\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"251d2792-24b9-4751-849b-eaa55421612b","value":"partyB","type":"add","operator":"="}]},{"id":"231d814f-267f-458a-b66b-f89810d2f0be","order":27,"text":"All amounts referred to in this Agreement are stated and payable in United States dollars.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"91688726-c022-4f96-9bac-534c08118e8b","order":28,"text":"The Settlement Payment shall be paid in a single lump sum, in immediately available funds, and shall be made without deduction, set-off, counterclaim or withholding of any kind, except any withholding required by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3b7e85ee-dd79-437c-b930-e05a81f95af7","order":29,"text":"The Settlement Payment shall be due and payable in full on or before [Payment due date].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9aaff047-f574-4ccc-9071-8edc1b586b07","value":"a single lump sum","type":"add","operator":"="}]},{"id":"199165fa-da2e-4c94-94db-24e58ed1e474","order":30,"text":"There shall be [Number of installments] installments, each in the amount of $[Amount of each installment], the first being due on or before [Date of the first installment] and each subsequent installment being due on the same calendar day of each successive month until the Settlement Payment has been paid in full.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9aaff047-f574-4ccc-9071-8edc1b586b07","value":"equal monthly installments","type":"add","operator":"="}]},{"id":"7f392fef-fb40-4f35-a61c-f08e6a779c49","order":31,"text":"There shall be [Number of installments] installments, each in the amount of $[Amount of each installment], the first being due on or before [Date of the first installment] and each subsequent installment being due on the same calendar day of each successive quarter until the Settlement Payment has been paid in full.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9aaff047-f574-4ccc-9071-8edc1b586b07","value":"equal quarterly installments","type":"add","operator":"="}]},{"id":"eb65223e-6c41-4219-bbec-45f28dbe39cf","order":32,"text":"Each payment shall be made by wire transfer of immediately available funds to the account or address designated in writing by the Receiving Party. Payment is deemed made on the date the funds are actually received by the Receiving Party. Time is of the essence with respect to every payment required by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a5be9195-fd34-443e-a805-57ff09284d8a","order":33,"text":"The Receiving Party shall deliver to the Paying Party a properly completed and executed Internal Revenue Service Form W-9 before the first payment becomes due, and the Paying Party may withhold any payment until that form has been delivered, without that withholding constituting a default under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dfde7bed-76c0-4a0d-a8a3-e0cb75b4f539","order":34,"text":"Except for the withholding permitted above pending delivery of the Form W-9, the obligation to make the Settlement Payment is unconditional and is not subject to any set-off, deduction, abatement or counterclaim of any kind.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b51ed30a-4575-40ad-bd83-fa399d063b89","order":35,"text":"3. DEFAULT IN PAYMENT AND ACCELERATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S03"},{"id":"a5c07217-dad3-47ea-ab10-a5e492cc33de","order":36,"text":"If the Paying Party fails to make any payment when due, the Receiving Party shall give written notice of that failure in accordance with the Section entitled \"Notices\". The Paying Party shall have ten (10) days from receipt of that notice to cure the failure.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7bb46701-5d0b-4263-ace0-86d3166c89a8","order":37,"text":"If the failure is not cured within the applicable cure period, the entire unpaid balance of the Settlement Payment shall, at the election of the Receiving Party and without further notice or demand, become immediately due and payable, and shall bear interest from the date of the default until paid in full at the rate of ten percent (10%) per annum or the maximum rate permitted by applicable law, whichever is less.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"edc166f8-a0b2-4cb5-82a9-e73c67814f6d","order":38,"text":"No acceptance of a late or partial payment, and no forbearance, indulgence or delay by the Receiving Party, constitutes a waiver of any default or of any right or remedy under this Agreement, and the waiver of one default does not operate as a waiver of any subsequent default.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f736e223-49a6-435f-ba00-83bdc1a4184e","order":39,"text":"The releases granted under this Agreement take effect on the Effective Date and are not rescinded, revived or otherwise affected by any failure to make the Settlement Payment, except as expressly provided in the Section entitled \"Avoidance or Recovery of the Settlement Payment\". The exclusive remedy of the Receiving Party for non-payment is an action to enforce this Agreement, in which it shall be entitled to recover the unpaid balance, accrued interest, and its reasonable attorneys' fees, expert fees and costs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"844892e0-fb34-4446-bb7f-eccaa19c26cc","order":40,"text":"4. AVOIDANCE OR RECOVERY OF THE SETTLEMENT PAYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S04"},{"id":"a342c093-731f-4b11-8456-79b3678e26ab","order":41,"text":"Each Party represents and acknowledges that the Settlement Payment is given and received in good faith, in exchange for reasonably equivalent value, in the ordinary course of the affairs of the Parties, and at a time when the Paying Party is not insolvent and does not expect to become insolvent as a result of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eb866c5e-057e-44b6-ae9c-96e1f729a936","order":42,"text":"If all or any part of the Settlement Payment is at any time avoided, rescinded, set aside, or required to be repaid or disgorged by the Receiving Party as a preference, a fraudulent transfer or conveyance, or on any other ground, whether under Title 11 of the United States Code or under any other insolvency, receivership, assignment for the benefit of creditors or creditors' rights law, then, to the extent of the amount so avoided, repaid or disgorged, the release and the covenant not to sue granted by the Receiving Party are deemed rescinded, and the Claims released by the Receiving Party are reinstated and revived as though the release had never been granted.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d75646cc-6a05-45a4-b1ea-dc33937f45a0","order":43,"text":"To the fullest extent permitted by applicable law, any limitation period applicable to a Claim reinstated under this Section is deemed tolled and suspended from the Effective Date until the date on which the avoidance, repayment or disgorgement becomes final, and each Party waives any defense of laches, limitation or repose that would not have been available had the release never been granted.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f5462628-09ef-47e5-b0d4-3275271ae609","order":44,"text":"This Section survives the payment of the Settlement Payment, any termination of this Agreement and the performance of every other obligation under it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4f1014a5-dbcf-4eb7-9a2e-dbb4400bf17f","order":45,"text":"5. TAX MATTERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S05"},{"id":"4380e2d9-bf04-4cd1-a64a-c1d0a1a8f549","order":46,"text":"Each Party shall be solely responsible for the payment of any and all taxes, interest and penalties that may be assessed against it in connection with the Settlement Payment or this Agreement. Neither Party, nor its counsel, has made any representation or given any advice to the other concerning the tax treatment or characterization of the Settlement Payment, and each Party has relied solely on its own tax advisors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6736044b-2b09-45dd-9aa9-2083d1b24eeb","order":47,"text":"The Parties have made no allocation of the Settlement Payment among the individual claims comprising the Dispute, and no portion of it is agreed to represent punitive damages, interest or any particular category of loss. Each Party shall determine its own characterization of the Settlement Payment for tax purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"48a00f9d-f245-47c1-afaf-dd5a9193e0f3","order":48,"text":"The Paying Party may report the Settlement Payment to the Internal Revenue Service on Internal Revenue Service Form 1099, or on such other form as it determines in good faith is required by Section 6041 of the Internal Revenue Code and the regulations promulgated under it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9ddca881-840f-48cb-badd-08b5d5eda6bc","order":49,"text":"Each Party shall indemnify, defend and hold harmless the other Party from and against any tax, interest, penalty or assessment, and any related cost or expense, imposed on the other Party as a result of the indemnifying Party's failure to satisfy its own tax obligations with respect to the Settlement Payment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c9eacacc-9bb2-4b14-be1f-cb8bc86f2162","order":50,"text":"6. DISMISSAL OF THE PENDING PROCEEDING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"eb760e1b-77bb-44b4-b790-40e26e55d653","value":"pending","type":"add","operator":"="}],"marginTop":"20","sectionNum":"S06"},{"id":"29e406dc-a32d-4107-aba4-351337ea88df","order":51,"text":"Promptly after the Effective Date, the Parties shall notify the court, tribunal or arbitral forum that the Dispute has been resolved and shall jointly request that the Proceeding be stayed, and that all pending hearings, deadlines and other dates in it be vacated, pending performance of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"eb760e1b-77bb-44b4-b790-40e26e55d653","value":"pending","type":"add","operator":"="}]},{"id":"921fad69-4b26-4010-9bfb-b49c2a501245","order":52,"text":"Within five (5) Business Days after the Settlement Payment has been paid in full, the Parties shall execute and file a stipulation and proposed order dismissing the Proceeding in its entirety, with prejudice, each Party to bear its own attorneys' fees and costs. Neither Party shall take any step in the Proceeding, other than to give effect to this Agreement, while the stay is in force.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"eb760e1b-77bb-44b4-b790-40e26e55d653","value":"pending","type":"add","operator":"="}]},{"id":"aab7dce4-c159-4c4c-b00e-9982a243089d","order":53,"text":"Each Party shall execute and deliver promptly any further document, and take any further step, reasonably necessary to give effect to the dismissal of the Proceeding, and the Parties shall request that the court, tribunal or arbitral forum retain jurisdiction to enforce this Agreement to the fullest extent permitted by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"eb760e1b-77bb-44b4-b790-40e26e55d653","value":"pending","type":"add","operator":"="}]},{"id":"80e589bb-f897-4129-ad16-d40ebd75aacb","order":54,"text":"7. MUTUAL RELEASE OF CLAIMS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S07"},{"id":"6fd74668-7599-4f4c-88a1-5349841dd4fc","order":55,"text":"Effective as of the Effective Date, each Party, on behalf of itself and its Releasing Parties, irrevocably and unconditionally releases, acquits and forever discharges the other Party and its Released Parties from any and all Claims that the releasing Party ever had, now has, or may hereafter have against the released Party, from the beginning of time through and including the Effective Date, whether or not connected with the Dispute, and including every Claim arising out of, relating to, or in connection with the Dispute and the facts, acts, omissions, transactions, occurrences and circumstances described in the recitals to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a5eb43ad-b24c-4abd-9ab7-2f296d9315c9","value":"general","type":"add","operator":"="}]},{"id":"05a8ffb6-5905-487a-8b52-dbc01c166dd4","order":56,"text":"Effective as of the Effective Date, each Party, on behalf of itself and its Releasing Parties, irrevocably and unconditionally releases, acquits and forever discharges the other Party and its Released Parties from any and all Claims arising out of, relating to, or in connection with the Dispute and the facts, acts, omissions, transactions, occurrences and circumstances described in the recitals to this Agreement, in each case existing or accruing from the beginning of time through and including the Effective Date. Claims having no connection with the Dispute are not released by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a5eb43ad-b24c-4abd-9ab7-2f296d9315c9","value":"limited","type":"add","operator":"="}]},{"id":"cf572dea-37df-497d-9680-d24073ed7141","order":57,"text":"The releases granted in this Agreement extend to Claims that are known and unknown, suspected and unsuspected, disclosed and undisclosed, whether arising in contract, tort, statute, equity or otherwise, and are to be construed as broadly as the scope stated above permits.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d1e959a9-113a-4d8f-8c5c-533924aa6b07","order":58,"text":"The releases granted in this Agreement do not extend to any Claim arising out of a breach of this Agreement or seeking its enforcement; to any obligation created by this Agreement; to any Claim arising out of acts, omissions or events occurring after the Effective Date; to any right of a Party under a policy of insurance, or to indemnification, advancement of expenses or contribution under any organizational document, written agreement or applicable law; or to any right or Claim that may not be released as a matter of applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7d38bfb2-2a8b-49b5-8770-e21f182b8a19","order":59,"text":"Each Party accepts the release granted to it in full settlement of the Dispute and acknowledges that the consideration described in this Agreement is fair, adequate and sufficient.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5e22bb9f-98dd-418e-bc81-a41e0bbfd4db","order":60,"text":"8. WAIVER OF UNKNOWN CLAIMS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S08"},{"id":"0967e68b-49da-459e-86a2-1b70ce776afc","order":61,"text":"Each Party acknowledges that it may hereafter discover facts different from, or in addition to, those that it now knows or believes to be true with respect to the Dispute or the Claims released by this Agreement, and agrees that this Agreement and the releases granted in it remain effective in all respects notwithstanding the discovery of any such different or additional facts, and notwithstanding any mistake of fact or of law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"28bcdc25-45bd-4790-b6d5-d1b3200f7a94","order":62,"text":"Each Party expressly waives and relinquishes, to the fullest extent permitted by law, all rights and benefits conferred by Section 1542 of the California Civil Code, and by any other statute, rule or common-law principle of similar effect in any jurisdiction. Section 1542 provides:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"7fdc21db-550f-474a-828e-d0aea59f4b46","order":63,"text":"\"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.\"","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"cf888cb6-8f97-45fa-8af5-24a7f90f9367","order":64,"text":"Each Party acknowledges that it has been advised by, or has had a full opportunity to be advised by, legal counsel of its own choosing as to the meaning and effect of Section 1542, and knowingly and voluntarily waives its protection with the specific intention of releasing Claims that are unknown to it as of the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3f004361-3c2f-4afc-88c7-5c82d10a7b4d","order":65,"text":"9. COVENANT NOT TO SUE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S09"},{"id":"3d0ebb73-6d8d-48ec-8b3f-5f8577ee482a","order":66,"text":"Each Party covenants and agrees that it will not commence, prosecute, maintain, institute, assist, encourage or voluntarily participate in any action, suit, arbitration, complaint, charge or other proceeding of any kind against the other Party or any of its Released Parties asserting any Claim released by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"642e2584-ad4b-4b21-a40c-b385f98d11ec","order":67,"text":"Each Party represents that, other than any proceeding identified in the recitals to this Agreement, it has not filed any complaint, charge, report or claim concerning the other Party with any court, arbitral forum, agency or regulator, and that, to the extent lawfully permitted, it shall promptly withdraw or seek the dismissal of any such complaint, charge, report or claim that it has filed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"23faec7f-ee6c-4476-8472-adb67bd70679","order":68,"text":"This covenant does not prevent a Party from commencing or defending an action to enforce or construe this Agreement, from responding truthfully to a lawful subpoena or court order, or from communicating with, filing a charge with, or participating in any investigation or proceeding conducted by any federal, state or local governmental agency or regulator.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c57be928-9b52-4f35-b0bd-964620724615","order":69,"text":"If a Party breaches this covenant, that Party shall be liable to the other Party for all reasonable attorneys' fees, expert fees, costs and expenses incurred in defending the released Claim, in addition to any other remedy available at law or in equity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cb9db75b-2be9-4dcd-9edb-eb5b024e9eea","order":70,"text":"10. NO ADMISSION OF LIABILITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S10"},{"id":"8b6f2a6b-beae-4dd4-9fa4-c39b18a1ad5d","order":71,"text":"This Agreement is the compromise of disputed Claims. Neither this Agreement, nor its negotiation, execution or performance, nor the making or receipt of the Settlement Payment, constitutes or shall be construed as an admission by any Party of any liability, wrongdoing, fault or violation of law, or of the truth or merit of any Claim or defense. Each Party expressly denies all liability.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f15d4fec-d8d2-4d3a-a1a4-eb7bf9bec7a2","order":72,"text":"This Agreement and all statements, communications, drafts and materials exchanged in the course of the negotiations leading to it are settlement communications and shall not be admissible in any proceeding for any purpose, in accordance with Rule 408 of the Federal Rules of Evidence and any analogous rule of any state, except in a proceeding to enforce, construe or determine the validity of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7eace9fc-2cf6-4cbe-9d99-40f1dad5947a","order":73,"text":"11. NO ASSIGNMENT OF CLAIMS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S11"},{"id":"d98d9e68-b124-45ad-9378-bae9580bf791","order":74,"text":"Each Party represents and warrants that it is the sole and lawful owner of every Claim released by it under this Agreement, and that it has not assigned, transferred, conveyed, pledged, encumbered or otherwise disposed of, in whole or in part, any Claim released by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"20008d64-abd2-4484-a458-286a360ac1c8","order":75,"text":"Each Party shall indemnify, defend and hold harmless the other Party and its Released Parties from and against any Claim asserted by any person or entity to whom a released Claim was assigned or transferred in breach of the foregoing representation, including all resulting damages, costs and reasonable attorneys' fees.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"734a219d-879c-4d11-8324-88be84d03fdb","order":76,"text":"12. INDEMNIFICATION PROCEDURE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S12"},{"id":"c2038c75-529b-4c38-bd31-ae711b671509","order":77,"text":"A Party seeking indemnification under this Agreement shall give the indemnifying Party prompt written notice of the claim for which indemnity is sought, together with reasonable particulars of it, provided that a delay in giving notice relieves the indemnifying Party of its obligations only to the extent that it is actually prejudiced by the delay.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"75fc6b03-06f0-4548-90c9-2ac3c6f5099c","order":78,"text":"The indemnifying Party may assume and control the defense of the claim, at its own expense and with counsel reasonably acceptable to the indemnified Party. The indemnified Party may participate in the defense with counsel of its own choosing at its own cost, and shall cooperate reasonably in the defense and provide such information and assistance as the indemnifying Party may reasonably request.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6d40fda1-6a72-4be6-bc5d-83330f15b205","order":79,"text":"Neither Party may settle or compromise an indemnified claim in a manner that imposes any obligation on, requires any admission by, or fails to provide a full release to the other Party without that Party's prior written consent, which shall not be unreasonably withheld, conditioned or delayed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9ff3cd19-6c85-46b4-b2dd-12dbb9472f20","order":80,"text":"13. CONFIDENTIALITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S13"},{"id":"082a082a-d778-4165-b26b-1c5347dcef5e","order":81,"text":"Except as expressly permitted by this Agreement, each Party shall keep strictly confidential the existence and the terms of this Agreement and the substance of the negotiations that led to it, and shall not disclose that information to any third party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"71a3f875-ea60-47ea-abb0-6220a532a829","order":82,"text":"The Parties may nevertheless state that the Dispute has been resolved, provided that no term of this Agreement, and no amount payable under it, is revealed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"adf74bb5-8693-4f53-91af-3be9a10c9428","value":"the terms of this Agreement","type":"add","operator":"="}]},{"id":"fa799b36-f66e-4e3a-9ff3-eaba5de378de","order":83,"text":"A Party may otherwise disclose the information referred to above: to its officers, directors, managers, employees, attorneys, accountants, auditors, tax advisors, insurers and lenders who have a legitimate need to know and who are bound by a duty of confidentiality; to any taxing or regulatory authority to the extent required; in any proceeding to enforce or construe this Agreement; and to the extent otherwise required by applicable law, regulation, subpoena or court order.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cb0a6852-35bc-4ebd-83fc-9d2b3603cc1f","order":84,"text":"Where disclosure is compelled by subpoena, court order or applicable law, the disclosing Party shall, to the extent lawfully permitted, give the other Party prompt prior written notice so that the other Party may seek a protective order or other appropriate relief, and shall disclose only that portion of the information that it is legally required to disclose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"36aed770-052e-408b-b59f-9163e9603725","order":85,"text":"If asked about the Dispute by any person not entitled to disclosure under this Section, a Party may state only that the matter has been resolved.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3cc1d9ba-ca2e-4a17-8656-7bb600929d29","order":86,"text":"Nothing in this Agreement prevents either Party, or any of its personnel, from reporting possible violations of law to, filing a charge or complaint with, or communicating or cooperating with, any federal, state or local governmental agency or regulator, or from receiving any award for information provided to any such agency; and no prior notice to the other Party is required for any such communication.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d4827227-b545-4dd4-b323-c49a9019168e","order":87,"text":"Nothing in this Agreement limits the immunity conferred by Section 1833(b) of Title 18 of the United States Code, under which an individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret in confidence to a government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or in a complaint or other document filed under seal in a lawsuit or other proceeding.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d2f0041a-6cbb-446c-a9e3-27bb1969a4de","order":88,"text":"The confidentiality obligations of this Section do not apply to information that is or becomes publicly available otherwise than through a breach of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b7d6d7e3-683e-4b54-bf8c-988ab028a696","order":89,"text":"14. NON-DISPARAGEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S14"},{"id":"188bd19f-0731-4b45-aef5-5bc867a9fbf9","order":90,"text":"Each Party agrees that it shall not, and shall direct its officers, directors, managers and senior employees not to, make or publish any statement, whether oral, written or electronic, that disparages, defames or is reasonably likely to harm the reputation, business, products or services of the other Party or of any of its Released Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5047ba48-934d-401c-abb6-41337c8acb3a","order":91,"text":"Within ten (10) Business Days after the Effective Date, each Party shall remove, or use reasonable efforts to cause the removal of, any public statement, review, posting or publication concerning the other Party that it has made or caused to be made in connection with the Dispute, to the extent that it has the ability to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1c703fed-8533-4441-ae55-5db84efbef3d","order":92,"text":"This Section does not restrict truthful statements made in response to a lawful subpoena or court order, truthful testimony or evidence given in any proceeding, truthful statements made to any governmental agency or regulator, truthful statements made in connection with the enforcement of this Agreement, or any statement required by applicable law or by the rules of any securities exchange or regulator.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a8eade24-4cbd-41e6-bca4-b41984280464","order":93,"text":"The Parties acknowledge that a breach of this Section may cause harm for which monetary damages alone would be an inadequate remedy, and that the non-breaching Party may seek injunctive or other equitable relief in addition to any other remedy available to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7575b64a-49cd-42a1-932c-da6ab02025b3","order":94,"text":"15. RETURN OR DESTRUCTION OF MATERIALS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S15"},{"id":"76f8874a-5c86-4889-aeed-21d34ba627ba","order":95,"text":"Within thirty (30) days after the Effective Date, each Party shall return to the other Party, or destroy, all originals and copies of any confidential or proprietary material of the other Party that came into its possession in connection with the Dispute, and shall confirm in writing, on the other Party's request, that it has done so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d58b4ff2-a6a5-46ee-98c6-d3ba92cd85f9","order":96,"text":"A Party may retain one archival copy of any such material to the extent required by applicable law, by a document retention or legal hold obligation, or as part of an automatic electronic back-up system, provided that any retained material remains subject to the confidentiality obligations of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fb0433cf-71b4-49ae-b184-7c3a50b51600","order":97,"text":"16. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S16"},{"id":"033c5d4e-86ed-4123-b1ff-81a1ca577084","order":98,"text":"Each Party represents and warrants that it has full power, capacity and authority to enter into this Agreement and to perform its obligations under it, and that, where that Party is an entity, the individual signing on its behalf is duly authorized to do so and to bind it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b91bcb5d-6acf-40ac-ad54-5b19844fc250","order":99,"text":"Each Party represents and warrants that it has read this Agreement in its entirety, that it understands its terms and their legal effect, that it has had a full and fair opportunity to consult with legal counsel of its own choosing, and that it enters into this Agreement knowingly and voluntarily.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e5714348-b149-447d-8a99-2f0b016b2385","order":100,"text":"Each Party represents and warrants that it is not entering into this Agreement in reliance on any promise, representation, warranty or inducement other than those expressly set out in this Agreement, and that it is not acting under duress, coercion or undue influence.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2cf4f9a1-c49d-4be4-99c1-d662b8e5b192","order":101,"text":"Each Party represents and warrants that it is not the subject of any pending bankruptcy, insolvency, receivership or similar proceeding, and that its entry into this Agreement does not violate any order, judgment or agreement by which it is bound.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a922d493-d0a6-470e-9e6b-6308e2be3a92","order":102,"text":"17. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S17"},{"id":"8387242f-77c5-44d2-9256-db5830fa8e83","order":103,"text":"All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, by nationally recognized overnight courier with tracking, by certified United States mail (return receipt requested, postage prepaid), or by electronic mail with confirmation of transmission, addressed as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4c59a699-8248-4ffd-8a88-a076f51d11cd","order":104,"text":"If to [Short name of the first Party]:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"86f4da73-8d62-410c-beac-24a3d79eee43","order":105,"text":"[Full legal name of the first Party]
[Street address]
[City, State and ZIP code]
Attention: [Name of the signatory]
Email: [Email address for notices]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"131eb273-0881-4f02-b733-f229f14439d0","order":106,"text":"With a copy, which does not constitute notice, to:
[Counsel for the first Party]
[Address and email of that counsel]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ccaee575-de38-45bb-ba69-3e8e34159a5b","value":"yes","type":"add","operator":"="}]},{"id":"95a262ab-1f7c-4ddd-951e-ff048a3dc2ad","order":107,"text":"If to [Short name of the second Party]:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"f5efa70f-f09c-4d35-a183-6b216edb471b","order":108,"text":"[Full legal name of the second Party]
[Street address]
[City, State and ZIP code]
Attention: [Name of the signatory]
Email: [Email address for notices]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6e6ace82-e86e-47c0-8c91-8e17930ddc8a","order":109,"text":"With a copy, which does not constitute notice, to:
[Counsel for the second Party]
[Address and email of that counsel]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ccaee575-de38-45bb-ba69-3e8e34159a5b","value":"yes","type":"add","operator":"="}]},{"id":"1c1d1876-c9a9-4ae1-86db-8ab04ebcf260","order":110,"text":"A notice is deemed given on the date of personal delivery; on the first Business Day after deposit with an overnight courier; on the third Business Day after deposit in the mail; or, if sent by electronic mail, on the date of transmission where sent before 5:00 p.m. in the recipient's time zone on a Business Day, and otherwise on the next Business Day. A Party may change its address for notices by giving written notice in the manner provided by this Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d9bfbd03-ea67-4d92-9acb-b819a64710d1","order":111,"text":"18. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S18"},{"id":"155b8d0a-3426-413b-b95c-7ddf6ec4b600","order":112,"text":"This Agreement, and any controversy, claim or dispute arising out of or relating to it or to its subject matter, formation, interpretation, breach, termination or validity, is governed by and shall be construed in accordance with the laws of the State of [Governing State], without giving effect to any choice-of-law or conflict-of-law rule that would result in the application of the law of another jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"20326200-6681-4bee-9594-b320b08e2224","order":113,"text":"Before commencing any proceeding, the Parties shall attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by direct negotiation between representatives having authority to settle. If that controversy or claim is not resolved within thirty (30) days after written notice of it, the Parties shall submit it to non-binding mediation before a mutually acceptable mediator, the costs of the mediator being shared equally. This paragraph does not prevent either Party from seeking urgent injunctive or other equitable relief at any time, and it does not apply to an action to recover any unpaid portion of the Settlement Payment once the cure period provided in the Section entitled \"Default in Payment and Acceleration\" has expired.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d149d4e1-128e-48c1-be1d-6dc28883b5c4","order":114,"text":"If the controversy or claim is not resolved through negotiation and mediation, it shall be brought exclusively in the state or federal courts located in [City or county and State]. Each Party irrevocably submits to the personal jurisdiction of those courts, waives any objection based on venue or forum non conveniens, and agrees that service of process may be effected in the manner provided for notices under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"68fc2f2b-326a-466e-bd0e-2b634ed7cffa","value":"court","type":"add","operator":"="}]},{"id":"6a7c391d-abf5-4c35-b22c-86d398105c27","order":115,"text":"EACH PARTY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"68fc2f2b-326a-466e-bd0e-2b634ed7cffa","value":"court","type":"add","operator":"="}]},{"id":"f6d1cac1-860e-454e-9654-3536ec38b6ec","order":116,"text":"If the controversy or claim is not resolved through negotiation and mediation, it shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in [City or county and State]. The arbitration is governed by the Federal Arbitration Act, the award is final and binding on the Parties, and judgment on the award may be entered in any court of competent jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"68fc2f2b-326a-466e-bd0e-2b634ed7cffa","value":"arbitration","type":"add","operator":"="}]},{"id":"5f27b77c-2f4a-4197-85db-a7c572326717","order":117,"text":"The arbitration, including its existence, the submissions of the Parties and the award, shall be kept confidential, except to the extent that disclosure is necessary to enforce or challenge the award or is otherwise required by law. Either Party may seek urgent interim or conservatory relief from a court of competent jurisdiction without waiving its right to arbitrate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"68fc2f2b-326a-466e-bd0e-2b634ed7cffa","value":"arbitration","type":"add","operator":"="}]},{"id":"cd6bc554-dcb1-417a-8912-b3b53a2e5b57","order":118,"text":"19. ATTORNEYS' FEES AND COSTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S19"},{"id":"2ee75097-d656-4426-a2ff-42ba6cbc91d3","order":119,"text":"Except as otherwise expressly provided in this Agreement, each Party shall bear its own attorneys' fees, expert fees, costs and expenses incurred in connection with the Dispute, the negotiation of this Agreement and its performance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3848d090-a70d-499f-b4ff-9a7cb6a2ee72","order":120,"text":"In any action or proceeding brought to enforce or construe this Agreement, the prevailing Party shall be entitled to recover from the other Party its reasonable attorneys' fees, expert fees, costs and expenses, including those incurred in collecting any amount due and in any appellate or enforcement proceeding, in addition to any other relief to which it may be entitled.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"66530945-ca43-48f1-acd8-88e88e399de8","order":121,"text":"20. ENTIRE AGREEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S20"},{"id":"ae2f1bf2-40cc-42e8-833b-eb1dc7d06d76","order":122,"text":"This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, discussions, understandings, representations, warranties and agreements, whether oral or written, relating to that subject matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"60de7442-1297-44bd-9511-41fca94b3e8f","order":123,"text":"21. 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No waiver of any provision of this Agreement is effective unless made in writing and signed by the Party against whom the waiver is asserted.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b4467708-60ad-43c5-a5b0-e6db554cbd5c","order":125,"text":"No failure or delay by a Party in exercising any right or remedy under this Agreement operates as a waiver of that right or remedy, and no single or partial exercise of any right or remedy precludes any further exercise of it or of any other right or remedy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7691f694-e28d-4267-b588-79998f7846aa","order":126,"text":"22. SEVERABILITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S22"},{"id":"808762ef-71ff-4ac0-88c3-d0ab0e2c6873","order":127,"text":"If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, that provision shall be modified to the minimum extent necessary to make it valid, legal and enforceable or, if it cannot be so modified, shall be severed, and the remaining provisions shall continue in full force and effect. If any release granted under this Agreement is held to be invalid or unenforceable in whole or in part, the Party granting it shall, at the request of the other Party, execute a further release that is valid and enforceable and that gives effect to the intention of the Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6550b6cb-e5d8-4759-95ba-c77f6df54a10","order":128,"text":"23. CONSTRUCTION AND JOINT DRAFTING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S23"},{"id":"5801fa8c-f4ea-4bf7-b19c-52c9b9d9cfa7","order":129,"text":"This Agreement is the product of arm's-length negotiation between the Parties, each of which has been represented by, or has had a full opportunity to be represented by, legal counsel of its own choosing. This Agreement is deemed to have been drafted jointly by the Parties, and no rule of construction requiring that an ambiguity be resolved against the drafting Party applies to its interpretation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5fb4ee3e-8bf9-4363-91da-7e06f8bf16b0","order":130,"text":"Section titles are for convenience only and do not limit or affect the provisions they introduce. Where a provision is capable of more than one meaning, the meaning that gives effect to the intention of the Parties as expressed in this Agreement read as a whole prevails.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b586b421-a54f-42cc-bed7-ac2f9ac00387","order":131,"text":"24. SUCCESSORS AND ASSIGNS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S24"},{"id":"c19ca81a-492a-4bb2-8faf-75abb2a8c286","order":132,"text":"This Agreement is binding upon and inures to the benefit of the Parties and their respective heirs, executors, administrators, successors and permitted assigns. Neither Party may assign this Agreement, or any of its rights or obligations under it, without the prior written consent of the other Party, except that a Party may assign this Agreement without consent to a successor in connection with a merger, reorganization or sale of all or substantially all of its assets, provided that the assignee assumes all of its obligations under this Agreement in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e24c7e63-2c01-4e3b-9ea6-8fcf04928ea3","order":133,"text":"25. NO THIRD-PARTY BENEFICIARIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S25"},{"id":"5161074a-2e36-4269-bd7d-89eda57b2c85","order":134,"text":"Except for the Released Parties, who are intended third-party beneficiaries of the releases and covenants not to sue granted under this Agreement and may enforce them directly, this Agreement is for the sole benefit of the Parties and confers no right, benefit or remedy on any other person or entity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2aa6249c-9370-4a39-a215-c8d91a043e75","order":135,"text":"26. FURTHER ASSURANCES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S26"},{"id":"f8aa47ec-a524-433b-a06d-1c90b5c12bc8","order":136,"text":"Each Party shall execute and deliver such further documents, and take such further actions, as the other Party may reasonably request in order to give full effect to this Agreement and to the releases granted under it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2319fd92-e0ac-45c4-8e45-41b5f84bb4ef","order":137,"text":"27. SURVIVAL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S27"},{"id":"395e87ae-caa4-4f05-ac7f-e5b3ea18b44c","order":138,"text":"The releases, the covenants not to sue, the confidentiality and non-disparagement obligations, the indemnities and the indemnification procedure, and the provisions relating to the avoidance or recovery of the Settlement Payment, to governing law and dispute resolution and to attorneys' fees, survive the payment of the Settlement Payment and the performance of every other obligation under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8a32010f-2b31-450e-99d8-9537a12560ce","order":139,"text":"28. EFFECTIVENESS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S28"},{"id":"3749ea63-45d7-40c7-a1f6-3449956578c6","order":140,"text":"This Agreement becomes binding and effective on the Effective Date, provided that it has been executed and delivered by both Parties. Until it has been so executed and delivered, it constitutes an inadmissible settlement communication and creates no obligation of any kind.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3408080e-d3c2-4300-8722-f6946fd0e9b2","order":141,"text":"No draft, term sheet, summary of terms or oral understanding exchanged before the execution of this Agreement binds either Party, and no Party may rely on any of them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e4eaf5c5-cffc-4617-a979-61661ea0476a","order":142,"text":"29. COUNTERPARTS AND ELECTRONIC SIGNATURES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S29"},{"id":"4ed9fcd9-53b7-4f91-862a-1edbc80185fb","order":143,"text":"This Agreement may be executed in one or more counterparts, each of which is deemed an original and all of which together constitute one and the same instrument. Signatures transmitted by facsimile, by electronic mail in portable document format, or through an electronic signature service, are valid and binding to the same extent as original signatures, in accordance with the Electronic Signatures in Global and National Commerce Act and any applicable state enactment of the Uniform Electronic Transactions Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"94da0de3-860b-433c-b829-d9e40ed93939","order":144,"text":"IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true,"marginTop":"25"},{"id":"b8b6724d-1e73-488d-9ad9-40338c8ecb39","order":145,"text":"[Short name of the first Party]","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"fd158dfb-a826-429d-8894-9e2ff0d81dca","order":146,"text":"By: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"ede7274e-db27-498b-af9f-2bb6e50c247c","order":147,"text":"Name: [Name of the signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"9b05c5e6-7734-49a0-a867-f127eb44ecdf","order":148,"text":"Title: [Title of the signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"e8aa6fc8-8f13-4e26-bc43-d0030941e22c","order":149,"text":"Date: [Date of the Agreement]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"72be4950-eec1-4b9d-84de-43448e9027e4","order":150,"text":"[Short name of the second Party]","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"e777506a-2644-4d7f-81af-555f3ad98490","order":151,"text":"By: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"d5f3a41a-2793-4c0c-8f65-9c17b91ff97d","order":152,"text":"Name: [Name of the signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"c19288fe-e0dd-4cb8-801e-ad0d8521d2c2","order":153,"text":"Title: [Title of the signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"153225a0-0732-4e8c-8a42-e3e278282972","order":154,"text":"Date: [Date of the Agreement]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true}]