SETTLEMENT AGREEMENT AND MUTUAL RELEASE

TABLE OF CONTENTS

1. Definitions
2. Parties and Recitals
3. Settlement Consideration
4. Mutual Release of Claims
5. Carve-Outs and Preserved Claims
6. Waiver of Unknown Claims
7. No Admission of Liability
8. Dismissal with Prejudice
9. Confidentiality
10. Non-Disparagement
11. Tax Provisions and Reporting
12. Representations and Warranties
13. Indemnification
14. Dispute Resolution
15. General Provisions
16. Signatures and Execution

1. DEFINITIONS

As used in this Settlement Agreement and Mutual Release (this "Agreement"), the following terms shall have the meanings set forth below:

1.1 "Action" means the matter captioned [________________________________], filed in [________________________________] (the "Court"), bearing Case/Docket No. [________________________________], together with all related claims, counterclaims, cross-claims, and third-party claims asserted therein or arising from the same nucleus of operative facts.

1.2 "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

1.3 "Claims" means any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, demands, obligations, liabilities, penalties, and rights of every kind and nature whatsoever, whether at law or in equity, whether sounding in tort, contract, statute, or otherwise, whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, liquidated or unliquidated, and whether arising under federal, state, local, or foreign law.

1.4 "Effective Date" means the date on which the last Party (or authorized signatory thereof) executes this Agreement.

1.5 "Party A" means [________________________________], a [________________________________] (individual/entity type), with a principal address at [________________________________].

1.6 "Party A Released Persons" means Party A and its Affiliates, and each of their respective past, present, and future officers, directors, managers, members, partners, shareholders, employees, agents, representatives, attorneys, insurers, reinsurers, predecessors, successors, assigns, heirs, executors, administrators, and personal representatives.

1.7 "Party B" means [________________________________], a [________________________________] (individual/entity type), with a principal address at [________________________________].

1.8 "Party B Released Persons" means Party B and its Affiliates, and each of their respective past, present, and future officers, directors, managers, members, partners, shareholders, employees, agents, representatives, attorneys, insurers, reinsurers, predecessors, successors, assigns, heirs, executors, administrators, and personal representatives.

1.9 "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, trust, governmental entity, or other entity.

1.10 "Released Claims" has the meaning set forth in Section 4.

1.11 "Settlement Amount" has the meaning set forth in Section 3.1.

2. PARTIES AND RECITALS

2.1 Parties. This Agreement is entered into as of [__/__/____] (the "Agreement Date") by and between Party A and Party B (each a "Party" and collectively, the "Parties").

2.2 Recitals.

WHEREAS, a dispute has arisen between the Parties relating to [________________________________] (the "Dispute");

WHEREAS, the Action was commenced on or about [__/__/____] in the Court, and certain claims and counterclaims have been asserted therein;

WHEREAS, the Parties deny any liability or wrongdoing of any kind and enter into this Agreement solely to avoid the expense, burden, and uncertainty of continued litigation;

WHEREAS, the Parties have engaged in good-faith negotiations [and/or mediation before [________________________________]] and have reached an agreement to resolve the Dispute on the terms and conditions set forth herein;

WHEREAS, each Party has been represented by independent legal counsel or has voluntarily elected to proceed without counsel after being advised of the right to retain counsel; and

WHEREAS, the Parties desire to fully, finally, and forever settle and resolve all Claims between them arising out of or related to the Dispute, subject to the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, releases, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

3. SETTLEMENT CONSIDERATION

3.1 Settlement Payment. In consideration of the mutual releases and covenants contained herein, [________________________________] ("Payor") shall pay to [________________________________] ("Payee") the total sum of $[________________________________] (the "Settlement Amount"), subject to the tax allocation provisions of Section 11.

3.2 Payment Terms.

(a) The Settlement Amount shall be paid in full within [____] calendar days following the Effective Date, by:

☐ Wire transfer to an account designated in writing by Payee
☐ Certified or cashier's check made payable to [________________________________]
☐ ACH transfer to an account designated in writing by Payee
☐ Other: [________________________________]

(b) Payment shall be remitted to: [________________________________]

3.3 Installment Payments (If Applicable).

☐ Not applicable — lump sum payment only.

☐ The Settlement Amount shall be paid in installments as follows:

3.4 Late Payment. If any payment is not received within [____] calendar days of the applicable due date (the "Cure Period"), interest shall accrue on the unpaid balance at the rate of [____]% per annum (or the maximum rate permitted by applicable law, whichever is less), calculated from the original due date until the date of actual payment.

3.5 Default and Acceleration. If Payor fails to cure a payment default within the Cure Period, the entire remaining unpaid balance of the Settlement Amount, together with all accrued interest, shall become immediately due and payable, and Payee shall be entitled to enter judgment for such amount without further notice.

JURISDICTION NOTE — NEW YORK: Under N.Y. C.P.L.R. § 5003-a, any settling defendant (other than a municipality or public corporation) must pay all sums due to any settling plaintiff within twenty-one (21) days of tender of a duly executed release and a stipulation of discontinuance. Failure to pay within that period entitles the plaintiff to enter judgment for the settlement amount plus costs, disbursements, and interest from the date of tender.

3.6 Non-Monetary Consideration (If Applicable). In addition to, or in lieu of, the Settlement Amount, the Parties agree to the following non-monetary terms: [________________________________]

4. MUTUAL RELEASE OF CLAIMS

4.1 Release by Party A. Effective upon receipt of the Settlement Amount (or the first installment thereof, if applicable), Party A, on behalf of itself and its Affiliates, and each of their respective heirs, executors, administrators, successors, and assigns, hereby irrevocably and unconditionally releases, acquits, and forever discharges Party B Released Persons from any and all Claims that Party A has, had, may have, or may have had against Party B Released Persons, whether known or unknown, from the beginning of time through the Effective Date, arising out of, relating to, or in connection with the Dispute, the Action, or any facts, acts, omissions, transactions, occurrences, or events underlying or related thereto (collectively, the "Party A Released Claims").

4.2 Release by Party B. Effective upon receipt of the Settlement Amount (or the first installment thereof, if applicable), Party B, on behalf of itself and its Affiliates, and each of their respective heirs, executors, administrators, successors, and assigns, hereby irrevocably and unconditionally releases, acquits, and forever discharges Party A Released Persons from any and all Claims that Party B has, had, may have, or may have had against Party A Released Persons, whether known or unknown, from the beginning of time through the Effective Date, arising out of, relating to, or in connection with the Dispute, the Action, or any facts, acts, omissions, transactions, occurrences, or events underlying or related thereto (collectively, the "Party B Released Claims," and together with the Party A Released Claims, the "Released Claims").

4.3 Scope of Release. The Parties acknowledge and agree that the releases set forth in Sections 4.1 and 4.2 are intended to be broadly construed and shall be effective as a full and complete release of all Released Claims, regardless of the legal theory upon which such Claims are or could be based, and regardless of whether such Claims are currently known to or suspected by the releasing Party.

JURISDICTION NOTE — JOINT TORTFEASORS:
- New York: Under N.Y. Gen. Oblig. Law § 15-108(a), a release given to one of two or more persons liable in tort for the same injury does not discharge other tortfeasors unless its terms expressly so provide, but it reduces the releasor's claim against other tortfeasors to the extent of the stipulated amount, the consideration paid, or the released tortfeasor's equitable share, whichever is greatest. Under § 15-108(b), a good-faith release relieves the settling tortfeasor from contribution liability. Counsel should carefully draft the release scope to address joint tortfeasor implications.
- Florida: Under Fla. Stat. § 768.041, a release or covenant not to sue one tortfeasor does not release or discharge any other tortfeasor who may be liable for the same tort. The fact of the release shall not be made known to the jury. Parties must separately address each tortfeasor if a full release is intended.

5. CARVE-OUTS AND PRESERVED CLAIMS

5.1 Notwithstanding the breadth of the foregoing releases, the Released Claims shall not include, and nothing in this Agreement shall release, impair, or affect:

(a) Any rights or obligations arising under or created by this Agreement, including the right to enforce the terms hereof;

(b) Any claims for indemnification expressly set forth in Section 13 of this Agreement;

(c) Any claims that cannot be waived or released as a matter of applicable law, including without limitation:

• Workers' compensation claims (to the extent non-waivable under applicable state law);
• Unemployment insurance benefits;
• Claims under the Fair Labor Standards Act for unpaid minimum wages or overtime (to the extent non-waivable);
• Rights under the National Labor Relations Act, Section 7;
• Claims for vested benefits under ERISA;
• Any rights to file a charge with or participate in an investigation by the U.S. Equal Employment Opportunity Commission or analogous state or local agency (provided that the releasing Party waives the right to recover monetary relief in connection therewith);

(d) Any obligations of either Party under applicable law relating to the preservation of documents or electronically stored information subject to a litigation hold or court order;

(e) [________________________________] (additional carve-outs, if any).

JURISDICTION NOTE — TEXAS: Under Tex. Bus. & Com. Code § 17.42, a waiver by a consumer of rights under the Texas Deceptive Trade Practices-Consumer Protection Act (DTPA) is void and against public policy unless: (1) the waiver is in writing and signed by the consumer; (2) the consumer is not in a significantly disparate bargaining position; and (3) the consumer is represented by legal counsel (not identified, suggested, or selected by the defendant) in seeking or acquiring the goods or services. If the underlying dispute involves potential DTPA claims, counsel must ensure strict compliance with § 17.42 or carve out such claims from the release.

6. WAIVER OF UNKNOWN CLAIMS

6.1 General Waiver. Each Party acknowledges that it may hereafter discover facts, claims, or legal theories different from or in addition to those it now knows or believes to be true with respect to the Released Claims. Each Party agrees that this Agreement and the releases contained herein shall remain in full force and effect notwithstanding any such discovery, and each Party expressly assumes and accepts the risk that the Released Claims may include claims that are presently unknown or unsuspected.

6.2 California Civil Code § 1542 Waiver (Include if California Law Governs or Any Party Resides in California).

☐ Applicable — Include the following waiver:

Each Party acknowledges that it has been advised by its legal counsel with respect to, and is familiar with, the provisions of California Civil Code Section 1542, which provides:

"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."

Each Party, having been so advised, hereby expressly waives and relinquishes all rights and benefits that it may have under California Civil Code Section 1542, and any similar provision of law of any other jurisdiction, with respect to the Released Claims. Each Party acknowledges that the inclusion of this waiver was separately bargained for and constitutes a material term of this Agreement.

Party A Initials: [____] Party B Initials: [____]

☐ Not Applicable — California § 1542 waiver is not required.

JURISDICTION NOTE — CALIFORNIA: Cal. Civ. Code § 1542 protects releasors from inadvertently waiving unknown claims through a general release. For a release of unknown claims to be enforceable in California, the parties must expressly and specifically waive § 1542 protections. Best practice requires: (i) quoting the statutory language verbatim, (ii) having each party separately initial the waiver, and (iii) confirming that each party has been advised by counsel. Failure to include this waiver may render the release ineffective as to unknown claims under California law. Similar statutes exist in other jurisdictions (e.g., South Dakota, Montana, North Dakota) and should be addressed as applicable.

7. NO ADMISSION OF LIABILITY

7.1 This Agreement reflects a compromise and settlement of disputed Claims. Nothing contained herein, and no action taken by any Party in connection herewith, shall be construed as, or deemed to be, an admission or concession by any Party of the truth or validity of any Claim, of any fault, liability, or wrongdoing of any kind, or of the existence or amount of any damages.

7.2 Neither this Agreement nor any of its terms or provisions, nor any of the negotiations, discussions, or proceedings connected with this Agreement, shall be offered or received in evidence in any action or proceeding as an admission or concession of liability or wrongdoing of any nature, except that this Agreement may be introduced in any proceeding to enforce its terms or to support a defense of res judicata, collateral estoppel, release, waiver, accord and satisfaction, or similar defense.

8. DISMISSAL WITH PREJUDICE

8.1 Stipulation of Dismissal. Within [____] business days following the Effective Date and receipt of the Settlement Amount (or the first installment thereof), the Parties shall execute and cause to be filed with the Court a Stipulation and Order of Dismissal with Prejudice of the Action, with each Party bearing its own attorneys' fees, costs, and expenses (unless otherwise specified below), the Court retaining jurisdiction solely for purposes of enforcing the terms of this Agreement.

8.2 Form of Dismissal. The Stipulation and Order of Dismissal shall be in the form attached hereto as Exhibit A (or in such other form as may be required by the Court or local rules).

8.3 Attorneys' Fees and Costs.

☐ Each Party shall bear its own attorneys' fees, costs, and expenses incurred in connection with the Dispute and this Agreement.
☐ [________________________________] shall pay to [________________________________] the sum of $[________________________________] as a contribution toward attorneys' fees and costs, payable contemporaneously with the Settlement Amount.

9. CONFIDENTIALITY

9.1 Confidential Information. The Parties agree that the existence of this Agreement, the terms and conditions hereof (including the Settlement Amount), and the negotiations and discussions leading to this Agreement (collectively, "Confidential Information") shall be kept strictly confidential by each Party and shall not be disclosed to any Person, except as provided in Section 9.2.

9.2 Permitted Disclosures. Notwithstanding Section 9.1, each Party may disclose Confidential Information:

(a) To such Party's legal counsel, accountants, tax advisors, auditors, and financial advisors, provided that such persons are advised of and agree to be bound by the confidentiality obligations herein;

(b) To such Party's insurers or reinsurers, to the extent reasonably necessary;

(c) To such Party's spouse or domestic partner, provided that such person is advised of and agrees to be bound by the confidentiality obligations herein;

(d) As required by applicable law, regulation, subpoena, court order, or governmental inquiry, provided that the disclosing Party shall provide prompt written notice to the other Party (to the extent legally permissible) to allow the other Party to seek a protective order or other appropriate remedy;

(e) As required in connection with any filing with the U.S. Securities and Exchange Commission or other regulatory body, or as required by applicable securities laws or stock exchange listing rules;

(f) In connection with the enforcement of this Agreement; or

(g) As mutually agreed in writing by the Parties.

9.3 Public Statement. The Parties [shall / shall not] issue a joint public statement in the form attached hereto as Exhibit B, and neither Party shall make any further public statement regarding the Dispute or this Agreement except as permitted under this Section 9.

JURISDICTION NOTE — FLORIDA: Under the Florida Sunshine in Litigation Act, Fla. Stat. § 69.081, a court may not enter an order or judgment that has the purpose or effect of concealing a public hazard or information useful to members of the public in protecting themselves from injury. Any contractual provision having the purpose or effect of concealing information relating to a public hazard is void, unenforceable, and against public policy. This restriction applies notwithstanding any confidentiality provision in a settlement agreement. Counsel must assess whether the underlying facts involve a "public hazard" before relying on the confidentiality provisions herein. Trade secrets under Fla. Stat. ch. 688 and proprietary confidential business information are excepted from § 69.081.

10. NON-DISPARAGEMENT

10.1 Mutual Non-Disparagement. Each Party agrees that it shall not, directly or indirectly, make, publish, or cause to be made or published, any statement, whether written or oral, that disparages, defames, or casts in a negative light the other Party, any of the other Party's Released Persons, or any of the other Party's products, services, or business practices.

10.2 Exceptions. The obligations of Section 10.1 shall not prohibit:

(a) Truthful testimony compelled by valid legal process or given in a judicial, administrative, or regulatory proceeding;

(b) Truthful statements made to a governmental or regulatory body in connection with any investigation, charge, complaint, or proceeding;

(c) Truthful statements made in the context of seeking legal, financial, or tax advice from professional advisors bound by duties of confidentiality; or

(d) Statements protected under applicable federal or state whistleblower statutes.

11. TAX PROVISIONS AND REPORTING

11.1 Tax Allocation. The Parties agree that the Settlement Amount shall be allocated for tax reporting purposes as follows:

11.2 Tax Reporting Obligations. Each Party shall be solely responsible for the payment of any and all federal, state, and local taxes, penalties, and interest assessed against it with respect to its share of the Settlement Amount, as allocated in Section 11.1. Payor (or Payor's counsel, as applicable) shall issue any required IRS Forms 1099 or W-2 to Payee consistent with the tax allocation set forth herein.

11.3 No Tax Advice. Each Party acknowledges that neither the other Party nor the other Party's counsel has made any representation or provided any advice regarding the tax consequences of this Agreement or the Settlement Amount. Each Party has been advised to consult with its own qualified tax professional regarding the tax implications of the settlement.

11.4 Tax Indemnification. Each Party shall indemnify, defend, and hold harmless the other Party and its Released Persons from and against any and all tax liabilities, penalties, interest, and expenses (including reasonable attorneys' fees) arising from or related to the indemnifying Party's failure to accurately report or timely pay any taxes owed with respect to its allocated share of the Settlement Amount.

TAX NOTE: Under IRC § 104(a)(2), only damages received on account of personal physical injuries or physical sickness may be excluded from gross income. Emotional distress damages not attributable to physical injury are taxable. Punitive damages are always taxable regardless of the nature of the underlying claim. The IRS will generally respect a good-faith, arm's-length tax allocation in a settlement agreement; however, the allocation must be consistent with the nature of the underlying claims. Parties should consult qualified tax counsel before finalizing the tax allocation.

12. REPRESENTATIONS AND WARRANTIES

12.1 Each Party represents and warrants to the other Party as follows:

(a) Authority. Such Party has full legal right, power, and authority to enter into and perform its obligations under this Agreement. If such Party is an entity, the execution, delivery, and performance of this Agreement has been duly authorized by all necessary corporate, partnership, or other organizational action.

(b) No Assignment. Such Party has not assigned, transferred, conveyed, pledged, or otherwise encumbered or disposed of any of the Released Claims or any rights thereunder to any Person.

(c) No Bankruptcy. Such Party has not filed, and no third party has filed against such Party, any petition for bankruptcy, reorganization, receivership, or similar proceeding that remains pending and that would impair such Party's ability to grant the releases or perform the obligations contained in this Agreement.

(d) Voluntary Execution. Such Party is executing this Agreement voluntarily, with full knowledge of its terms and consequences, and without duress, fraud, undue influence, or coercion of any kind.

(e) Legal Counsel. Such Party has been represented by independent legal counsel of its own choosing in connection with the negotiation, preparation, and execution of this Agreement, or has voluntarily elected to proceed without counsel after being advised of the right to retain counsel and having had a reasonable opportunity to do so.

(f) Understanding of Release. Such Party has read and fully understands the terms and effects of this Agreement, including the releases set forth in Section 4 and the waiver of unknown claims in Section 6, and executes this Agreement with full knowledge thereof.

JURISDICTION NOTE — TEXAS: Under Tex. R. Civ. P. 11, no agreement between attorneys or parties touching any suit pending will be enforced unless it is: (1) in writing, signed, and filed with the papers as part of the record; or (2) made in open court and entered of record. Counsel should ensure that this Agreement, if settling a pending Texas action, complies with Rule 11 requirements, including filing with the court. Additionally, the written memorandum must be complete within itself in every material detail.

13. INDEMNIFICATION

13.1 Indemnification by Party A. Party A shall indemnify, defend, and hold harmless Party B and Party B Released Persons from and against any and all Claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of litigation) arising out of or resulting from:

(a) Any breach by Party A of any representation, warranty, covenant, or obligation contained in this Agreement;

(b) Any Claim brought by any third party that is based on or arises from the Party A Released Claims that Party A has released hereunder; or

(c) Party A's failure to comply with the tax provisions of Section 11.

13.2 Indemnification by Party B. Party B shall indemnify, defend, and hold harmless Party A and Party A Released Persons from and against any and all Claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of litigation) arising out of or resulting from:

(a) Any breach by Party B of any representation, warranty, covenant, or obligation contained in this Agreement;

(b) Any Claim brought by any third party that is based on or arises from the Party B Released Claims that Party B has released hereunder; or

(c) Party B's failure to comply with the tax provisions of Section 11.

13.3 Indemnification Procedure. The Party seeking indemnification (the "Indemnified Party") shall provide prompt written notice to the indemnifying Party (the "Indemnifying Party") of any Claim for which indemnification is sought. The Indemnifying Party shall have the right to assume the defense of any such Claim at its own expense with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall cooperate in good faith with the Indemnifying Party in the defense of any such Claim.

14. DISPUTE RESOLUTION

14.1 Good-Faith Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, interpretation, or enforcement thereof (a "Dispute"), the Parties shall first attempt to resolve such Dispute by good-faith negotiation between senior representatives of each Party for a period of not less than [____] business days following written notice of the Dispute.

14.2 Mediation. If the Dispute is not resolved through negotiation, the Parties shall submit the Dispute to non-binding mediation before a mutually agreed-upon mediator in [________________________________], with the costs of mediation shared equally, before initiating any arbitration or litigation.

14.3 Binding Resolution. If the Dispute is not resolved through mediation within [____] calendar days of the initial mediation session, the Dispute shall be resolved as follows (select one):

☐ Binding Arbitration. The Dispute shall be submitted to final and binding arbitration administered by [________________________________] (e.g., JAMS, AAA) under its then-current [________________________________] Rules, before a single arbitrator, in [________________________________] (city, state). The arbitrator's award shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. The arbitrator shall have the authority to award any remedy available under applicable law but shall not have the authority to award punitive or exemplary damages except as expressly authorized by statute. The prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

☐ Litigation. Any action arising out of or relating to this Agreement shall be brought exclusively in the courts specified in Section 15.2, and each Party irrevocably submits to the exclusive jurisdiction and venue of such courts.

14.4 Injunctive Relief. Notwithstanding anything to the contrary in this Section 14, either Party may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable remedies from any court of competent jurisdiction, without the necessity of posting a bond or proving actual damages, to prevent a breach or threatened breach of the confidentiality (Section 9) or non-disparagement (Section 10) provisions of this Agreement.

15. GENERAL PROVISIONS

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of:

☐ Alabama ☐ Alaska ☐ Arizona ☐ Arkansas
☐ California ☐ Colorado ☐ Connecticut ☐ Delaware
☐ Florida ☐ Georgia ☐ Hawaii ☐ Idaho
☐ Illinois ☐ Indiana ☐ Iowa ☐ Kansas
☐ Kentucky ☐ Louisiana ☐ Maine ☐ Maryland
☐ Massachusetts ☐ Michigan ☐ Minnesota ☐ Mississippi
☐ Missouri ☐ Montana ☐ Nebraska ☐ Nevada
☐ New Hampshire ☐ New Jersey ☐ New Mexico ☐ New York
☐ North Carolina ☐ North Dakota ☐ Ohio ☐ Oklahoma
☐ Oregon ☐ Pennsylvania ☐ Rhode Island ☐ South Carolina
☐ South Dakota ☐ Tennessee ☐ Texas ☐ Utah
☐ Vermont ☐ Virginia ☐ Washington ☐ West Virginia
☐ Wisconsin ☐ Wyoming ☐ District of Columbia

without giving effect to any principles of conflicts of law that would require the application of the laws of a different jurisdiction.

15.2 Jurisdiction and Venue. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction and venue of the federal and state courts located in [________________________________] County, State of [________________________________], for any action arising out of or relating to this Agreement, and each Party irrevocably waives any objection to jurisdiction, venue, or inconvenient forum.

15.3 Jury Waiver.

☐ Applicable. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

☐ Not Applicable. The Parties retain all rights to jury trial.

15.4 Entire Agreement. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating thereto. No representation, warranty, inducement, promise, or agreement, whether oral or written, has been made by or on behalf of any Party that is not set forth in this Agreement.

15.5 Amendments and Modifications. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by each of the Parties.

15.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.

15.7 Waiver. No waiver by any Party of any breach of or default under this Agreement shall be deemed a waiver of any prior or subsequent breach or default. No waiver shall be effective unless in writing and signed by the waiving Party.

15.8 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier service; (c) three (3) business days after deposit in the U.S. mail, certified or registered, return receipt requested, postage prepaid; or (d) upon confirmation of transmission by email (with a copy sent by one of the foregoing methods), addressed as follows:

If to Party A:
[________________________________]
[________________________________]
[________________________________]
Email: [________________________________]

If to Party B:
[________________________________]
[________________________________]
[________________________________]
Email: [________________________________]

15.9 Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, and any attempted assignment in violation hereof shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

15.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

15.11 Electronic Signatures. The Parties agree that this Agreement may be executed by electronic signature, which shall have the same legal force and effect as an original ink signature, pursuant to the Federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as adopted in the governing jurisdiction, or analogous state law. Delivery of an executed counterpart by electronic transmission (including PDF, DocuSign, or similar platform) shall be as effective as delivery of an originally executed counterpart.

JURISDICTION NOTE — NEW YORK: New York has not adopted UETA. Electronic signatures in New York are governed by the Electronic Signatures and Records Act (ESRA), N.Y. Tech. Law Art. 3, §§ 301-309, which provides that electronic signatures and electronic records shall have the same force and effect as signatures and records produced by non-electronic means. Parties executing this Agreement under New York law should ensure compliance with ESRA rather than UETA.

15.12 Construction. The headings and captions in this Agreement are for convenience of reference only and shall not affect the interpretation hereof. The terms "include," "includes," and "including" shall be deemed followed by the phrase "without limitation." References to Sections are to sections of this Agreement unless otherwise indicated. This Agreement shall be construed without regard to any presumption or rule requiring construction against the drafting Party.

15.13 Attorneys' Fees (Enforcement). In any action to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party, in addition to any other relief to which such Party may be entitled.

15.14 Cooperation. Each Party agrees to execute and deliver such further documents and instruments and to take such further actions as may be reasonably necessary or appropriate to carry out the purposes and intent of this Agreement.

15.15 Survival. The provisions of Sections 4 (Mutual Release of Claims), 5 (Carve-Outs), 6 (Waiver of Unknown Claims), 7 (No Admission of Liability), 9 (Confidentiality), 10 (Non-Disparagement), 11 (Tax Provisions), 12 (Representations and Warranties), 13 (Indemnification), 14 (Dispute Resolution), and 15 (General Provisions) shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

16. SIGNATURES AND EXECUTION

IN WITNESS WHEREOF, the Parties have caused this Settlement Agreement and Mutual Release to be executed as of the date last written below.

PARTY A:

☐ Individual ☐ Entity

Signature: [________________________________]
Printed Name: [________________________________]
Title (if entity): [________________________________]
Date: [__/__/____]

PARTY B:

☐ Individual ☐ Entity

Signature: [________________________________]
Printed Name: [________________________________]
Title (if entity): [________________________________]
Date: [__/__/____]

APPROVED AS TO FORM:

Counsel for Party A:

Signature: [________________________________]
Printed Name: [________________________________]
Firm: [________________________________]
Bar No.: [________________________________]
Date: [__/__/____]

Counsel for Party B:

Signature: [________________________________]
Printed Name: [________________________________]
Firm: [________________________________]
Bar No.: [________________________________]
Date: [__/__/____]

EXHIBITS

Exhibit A — Stipulation and Order of Dismissal with Prejudice
Exhibit B — Joint Public Statement (if applicable)

SOURCES AND REFERENCES

• California Civil Code § 1542 — Waiver of Unknown Claims: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CIV&sectionNum=1542
• New York General Obligations Law § 15-108 — Joint Tortfeasor Release: https://www.nysenate.gov/legislation/laws/GOB/15-108
• New York C.P.L.R. § 5003-a — Prompt Payment Following Settlement: https://law.justia.com/codes/new-york/cvp/article-50/5003-a/
• New York Electronic Signatures and Records Act (ESRA): https://its.ny.gov/electronic-signatures-and-records-act-esra
• Texas Rule of Civil Procedure 11 — Writing Requirement: https://www.texas-opinions.com/law-Rule-11-TRCP-11.html
• Texas Bus. & Com. Code § 17.42 — DTPA Waiver Restrictions: https://codes.findlaw.com/tx/business-and-commerce-code/bus-com-sect-17-42/
• Florida Sunshine in Litigation Act, § 69.081: http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0000-0099/0069/Sections/0069.081.html
• Florida § 768.041 — Joint Tortfeasor Release: https://www.flsenate.gov/Laws/Statutes/2025/768.041
• IRS Publication 4345 — Tax Implications of Settlements: https://www.irs.gov/pub/irs-pdf/p4345.pdf
• IRC § 104(a)(2) — Exclusion for Physical Injury Damages: https://www.irs.gov/government-entities/tax-implications-of-settlements-and-judgments
• Federal E-SIGN Act, 15 U.S.C. § 7001 et seq.
• Uniform Electronic Transactions Act (UETA)