SETTLEMENT AGREEMENT AND MUTUAL RELEASE

TABLE OF CONTENTS

1. Parties and Background
2. Settlement Payment and Timing
3. Mutual Release of Claims
4. No Admission of Liability
5. Dismissal of Actions
6. Confidentiality and Non-Disparagement
7. Taxes and Allocation
8. Representations and Authority
9. Remedies and Specific Performance
10. Governing Law and Dispute Resolution
11. Miscellaneous
12. Signatures

1. PARTIES AND BACKGROUND

• Identify parties, affiliates included/excluded, and disputes/claims being resolved (case captions, docket numbers if applicable).

2. SETTLEMENT PAYMENT AND TIMING

• Amount: [$]; payer/payee; due date; method (wire/ACH/check); interest for late payment; installment schedule if any.
• Conditions precedent (e.g., execution of releases, dismissal filings).

3. MUTUAL RELEASE OF CLAIMS

• Each party releases the other (and affiliates, officers, directors, employees, successors, assigns, insurers if included) from all claims, known/unknown, arising out of [describe dispute/time period], except for [carve-outs: enforcement of this Agreement, obligations expressly surviving, indemnity rights, claims that cannot be released by law].

4. NO ADMISSION OF LIABILITY

• Settlement is compromise; no admission; inadmissible except to enforce terms.

5. DISMISSAL OF ACTIONS

• Stipulated dismissal with prejudice (or as agreed) of identified actions; each party bears its own fees/costs unless specified.

6. CONFIDENTIALITY AND NON-DISPARAGEMENT

• Terms and existence confidential except as required by law or to advisors/insurers; coordinated public statement optional.
• Non-disparagement clause (mutual) with standard carve-outs for truthful testimony/legal compliance.

7. TAXES AND ALLOCATION

• Allocation of settlement amount (e.g., wages, statutory, compensatory); tax reporting responsibility; no tax advice reliance.

8. REPRESENTATIONS AND AUTHORITY

• Authority to sign; no assignment of claims; no pending bankruptcy that would impair release; understanding of rights (include waiver of unknown claims if applicable jurisdiction and required statutory language).

9. REMEDIES AND SPECIFIC PERFORMANCE

• Injunctive relief for breaches of confidentiality/non-disparagement; clawback or acceleration for payment default.

10. GOVERNING LAW AND DISPUTE RESOLUTION

• Chosen law; venue/arbitration; jury waiver if allowed; prevailing party fees optional.

11. MISCELLANEOUS

• Entire agreement; amendments in writing; severability; counterparts/e-signatures; notices.

12. SIGNATURES

• Execution blocks for all parties.