Settlement Agreement and Mutual Release

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this "Agreement") is entered into as of [__/__/____] (the "Execution Date"), by and between the parties identified below, and shall become effective on the Effective Date as defined herein.

TABLE OF CONTENTS

1. Definitions
2. Parties and Background
3. Settlement Consideration
4. Mutual Release of Claims
5. Carve-Outs from Release
6. Waiver of California Civil Code Section 1542
7. No Admission of Liability
8. Dismissal of Pending Actions
9. Confidentiality
10. Non-Disparagement
11. Non-Solicitation / Non-Competition
12. Tax Provisions
13. Representations and Warranties
14. Indemnification
15. Dispute Resolution
16. General Provisions
17. Signatures

1. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

1.1 "Agreement" means this Settlement Agreement and Mutual Release, together with all exhibits and schedules attached hereto, as the same may be amended in writing from time to time.

1.2 "Confidential Information" means the existence, terms, and conditions of this Agreement, including but not limited to the Settlement Amount, the negotiations leading to this Agreement, and all communications between the Parties related thereto, but excluding information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure; or (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

1.3 "Dispute" means any and all claims, controversies, actions, causes of action, suits, demands, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, agreements, promises, damages, judgments, liens, losses, costs, expenses, and liabilities of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, that have arisen or may arise between the Parties on or before the Execution Date, including but not limited to those described in the Background section below.

1.4 "Effective Date" means the later of: (a) the Execution Date; or (b) the date on which the last condition precedent set forth in Section 3 has been satisfied or waived.

1.5 "Released Claims" shall have the meaning set forth in Section 4.1.

1.6 "Released Parties" means, with respect to each Party, such Party and its respective past, present, and future parents, subsidiaries, affiliates, divisions, predecessors, successors, assigns, officers, directors, shareholders, partners, members, managers, employees, agents, representatives, attorneys, insurers, and reinsurers, and each of their respective heirs, executors, administrators, and personal representatives.

1.7 "Settlement Amount" means the total sum of [________________________________] Dollars ($[________________________________]), payable by [________________________________] ("Payor") to [________________________________] ("Payee") in accordance with Section 3.

2. PARTIES AND BACKGROUND

2.1 Parties

PARTY A:

PARTY B:

2.2 Background and Recitals

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

WHEREAS, the Underlying Dispute involves the following claims and subject matter: [________________________________];

WHEREAS, litigation ☐ has / ☐ has not been commenced in connection with the Underlying Dispute;

If litigation has been commenced:

WHEREAS, the Parties desire to resolve all disputes between them fully and finally, to avoid the expense, burden, delay, and uncertainty of further proceedings, and to settle and compromise all claims that exist or may exist between them as of the Execution Date;

WHEREAS, this Agreement is the product of arms'-length negotiation and is entered into voluntarily by each Party, with the benefit of independent legal counsel;

WHEREAS, each Party has had the opportunity to conduct such investigation and discovery as it deems appropriate, and no Party is relying upon any statement or representation made by any other Party except as expressly set forth herein;

NOW, THEREFORE, in consideration of the mutual promises, covenants, and releases contained 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 Payment Amount

In consideration of the mutual releases and other covenants set forth herein, the Payor shall pay the Settlement Amount to the Payee as follows:

3.2 Payment Structure

☐ Lump-Sum Payment. The Payor shall pay the full Settlement Amount of $[________________________________] in a single payment within [____] calendar days of the Effective Date.

☐ Installment Payments. The Payor shall pay the Settlement Amount in installments as follows:

3.3 Payment Method

☐ Wire transfer to the following account:

☐ Certified check or cashier's check made payable to [________________________________] and delivered to: [________________________________]

☐ Payment through escrow agent: [________________________________], with escrow fees ☐ split equally / ☐ borne by Payor / ☐ borne by Payee.

3.4 Late Payment

If any payment is not received by the Payee within [____] calendar days after the applicable due date, the unpaid balance shall accrue interest at the rate of [____]% per annum (but in no event to exceed the maximum rate permitted under California law), calculated from the original due date until paid in full. In the event of an installment payment structure, failure to timely make any installment payment shall, at the Payee's sole election, cause the entire remaining unpaid balance to become immediately due and payable (acceleration).

3.5 Conditions Precedent

The obligation of the Payor to remit payment is conditioned upon the following:

(a) Full execution of this Agreement by all Parties;

(b) Delivery of all executed originals or counterparts to the Parties' respective counsel;

(c) ☐ Filing of the stipulated dismissal referenced in Section 8; and

(d) ☐ Other: [________________________________].

4. MUTUAL RELEASE OF CLAIMS

4.1 Release by Party A

Party A, on behalf of itself and its Released Parties, hereby irrevocably and unconditionally releases, acquits, and forever discharges Party B and Party B's Released Parties from any and all claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, trespasses, damages, judgments, executions, liabilities, and demands whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, fixed or contingent, matured or unmatured, accrued or unaccrued, liquidated or unliquidated, which Party A or its Released Parties ever had, now have, or may hereafter claim to have against Party B or Party B's Released Parties, from the beginning of the world to the Execution Date (collectively, the "Released Claims"), including but not limited to:

(a) All claims arising out of or related to the Underlying Dispute;

(b) All claims for breach of contract, breach of the implied covenant of good faith and fair dealing, promissory estoppel, unjust enrichment, quantum meruit, and any other contract-based theory;

(c) All claims sounding in tort, including but not limited to negligence, gross negligence, fraud, fraudulent inducement, misrepresentation, conversion, trespass, nuisance, defamation, invasion of privacy, interference with contractual relations, interference with prospective economic advantage, and intentional or negligent infliction of emotional distress;

(d) All statutory claims under federal, state, or local law;

(e) All claims for equitable relief, including but not limited to injunctive relief, declaratory relief, specific performance, rescission, reformation, accounting, and constructive trust;

(f) All claims for damages of any kind, whether compensatory, consequential, incidental, special, general, punitive, exemplary, or otherwise; and

(g) All claims for costs, expenses, and attorneys' fees.

4.2 Release by Party B

Party B, on behalf of itself and its Released Parties, hereby grants an identical release of Party A and Party A's Released Parties on the same terms and conditions as set forth in Section 4.1, mutatis mutandis.

4.3 Scope of Release

The releases set forth in this Section 4 are intended to be as broad and comprehensive as permitted by law and shall be construed to effectuate a full and complete release of the Released Claims. Each Party acknowledges that it may hereafter discover facts in addition to or different from those that it now knows or believes to be true concerning the Released Claims. Nevertheless, each Party intends by this Agreement to fully, finally, and forever settle and release the Released Claims, and each Party hereby expressly waives any right to assert hereafter that any such claims were through ignorance, oversight, or error, omitted from the scope of this Agreement.

5. CARVE-OUTS FROM RELEASE

Notwithstanding the breadth of the releases set forth in Section 4, the following obligations and claims are expressly excluded from the Released Claims and shall survive the execution and delivery of this Agreement:

(a) The Parties' rights and obligations arising under or created by this Agreement, including without limitation the right to enforce the terms of this Agreement;

(b) Any obligation to indemnify or hold harmless any Party pursuant to Section 14;

(c) All obligations arising under the confidentiality provisions of Section 9 and the non-disparagement provisions of Section 10;

(d) Any intellectual property rights, including but not limited to patents, trademarks, copyrights, and trade secrets, that are not the subject of the Underlying Dispute;

(e) Any claims arising from conduct or events occurring after the Execution Date;

(f) Workers' compensation claims to the extent such claims may not be released as a matter of law;

(g) Any rights that cannot be waived or released as a matter of applicable law; and

(h) ☐ Other: [________________________________].

6. WAIVER OF CALIFORNIA CIVIL CODE SECTION 1542

6.1 Acknowledgment of Section 1542

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

"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."

6.2 Waiver by Party A

Party A, having been apprised of the rights afforded under California Civil Code Section 1542 and having been advised by independent legal counsel regarding the significance and consequences of this waiver, hereby expressly, knowingly, and voluntarily waives and relinquishes any and all rights and benefits that Party A may have under Section 1542 of the California Civil Code, or under any other federal or state statute or common law principle of similar effect, with respect to the Released Claims. Party A understands and acknowledges that the significance and consequence of this waiver is that even if Party A should eventually suffer additional damages arising out of the Released Claims, Party A will not be able to make any claim for those damages. Furthermore, Party A acknowledges that it intends these consequences even as to claims that may exist as of the Execution Date but which Party A does not know exist, and which, if known, would materially affect Party A's decision to execute this Agreement.

Party A Initials: ________ Date: [__/__/____]

6.3 Waiver by Party B

Party B, having been apprised of the rights afforded under California Civil Code Section 1542 and having been advised by independent legal counsel regarding the significance and consequences of this waiver, hereby expressly, knowingly, and voluntarily waives and relinquishes any and all rights and benefits that Party B may have under Section 1542 of the California Civil Code, or under any other federal or state statute or common law principle of similar effect, with respect to the Released Claims. Party B understands and acknowledges that the significance and consequence of this waiver is that even if Party B should eventually suffer additional damages arising out of the Released Claims, Party B will not be able to make any claim for those damages. Furthermore, Party B acknowledges that it intends these consequences even as to claims that may exist as of the Execution Date but which Party B does not know exist, and which, if known, would materially affect Party B's decision to execute this Agreement.

Party B Initials: ________ Date: [__/__/____]

7. NO ADMISSION OF LIABILITY

This Agreement, and the consideration provided hereunder, is made in compromise and settlement of disputed claims. Nothing in this Agreement, nor the furnishing of any consideration hereunder, shall be deemed or construed as an admission of liability, wrongdoing, fault, or responsibility by any Party, and each Party expressly denies any such liability, wrongdoing, fault, or responsibility. This Agreement shall not be admissible in any proceeding as evidence of liability, wrongdoing, or fault, except in a proceeding to enforce the terms of this Agreement. Each Party acknowledges that the other Party has entered into this Agreement solely for the purpose of avoiding the expense, inconvenience, and uncertainty of litigation.

8. DISMISSAL OF PENDING ACTIONS

8.1 Stipulated Dismissal

If any litigation, arbitration, or administrative proceeding is currently pending between the Parties in connection with the Underlying Dispute, the Parties shall, within [____] business days after receipt of the Settlement Amount (or the first installment thereof, if applicable), execute and file a stipulation for dismissal of such proceeding ☐ with prejudice / ☐ without prejudice, with each Party to bear its own attorneys' fees and costs unless otherwise specified herein. A form of the stipulated dismissal is attached hereto as Exhibit A.

8.2 Retention of Jurisdiction Under Cal. Code Civ. Proc. Section 664.6

Pursuant to California Code of Civil Procedure Section 664.6, the Parties hereby stipulate that the Court in which the Underlying Dispute is or was pending shall retain jurisdiction over the Parties to enforce the terms of this Agreement until full performance of all obligations hereunder. In the event of any dispute regarding the interpretation, enforcement, or breach of this Agreement, any Party may file a motion pursuant to Section 664.6 to request entry of judgment consistent with the terms hereof. The Parties expressly consent to the Court's retention of jurisdiction for this purpose.

8.3 Cooperation

Each Party shall execute, deliver, and file all documents and take all further actions reasonably necessary to effectuate the dismissal described in this Section 8 in a timely manner.

9. CONFIDENTIALITY

9.1 Scope of Confidentiality

Each Party agrees to maintain in strict confidence and shall not disclose, publish, disseminate, or otherwise communicate to any third party the Confidential Information, including but not limited to: (a) the existence and terms of this Agreement; (b) the Settlement Amount; (c) the substance of the negotiations leading to this Agreement; and (d) the terms of any prior offers, counteroffers, or demands exchanged between the Parties.

9.2 Permitted Disclosures

Notwithstanding Section 9.1, each Party may disclose Confidential Information:

(a) To such Party's legal counsel, accountants, tax advisors, financial advisors, and auditors who have a bona fide need to know such information, provided that such individuals are informed of and agree to be bound by confidentiality obligations no less restrictive than those set forth herein;

(b) To such Party's insurers and reinsurers to the extent necessary for coverage or reporting purposes;

(c) To the extent required by applicable law, regulation, or order of a court or governmental agency of competent jurisdiction, provided that the disclosing Party shall: (i) provide the non-disclosing Party with prompt written notice of such requirement to the extent permitted by law; (ii) cooperate with the non-disclosing Party, at the non-disclosing Party's expense, in any effort to seek a protective order or other appropriate remedy; and (iii) disclose only that portion of the Confidential Information that is legally required to be disclosed;

(d) As necessary to enforce the terms of this Agreement in any legal proceeding;

(e) To a spouse or registered domestic partner, provided that such individual agrees to maintain the confidentiality of the Confidential Information; and

(f) In response to a valid subpoena, civil investigative demand, or similar compulsory process, subject to the notice and cooperation requirements of subsection (c) above.

9.3 Breach Remedies

☐ Liquidated Damages. The Parties agree that a breach of this Section 9 would result in damages that are difficult or impossible to quantify. Accordingly, in the event of any material breach of this Section 9, the breaching Party shall pay to the non-breaching Party the sum of $[________________________________] as liquidated damages (and not as a penalty), which the Parties agree represents a reasonable estimate of the anticipated damages from such breach, consistent with California Civil Code Section 1671. This liquidated damages remedy shall be in addition to, and not in lieu of, any equitable relief available to the non-breaching Party.

☐ Actual Damages. In the event of any breach of this Section 9, the non-breaching Party shall be entitled to recover its actual damages, including attorneys' fees and costs, resulting from such breach.

☐ Injunctive Relief. Each Party acknowledges that a breach of this Section 9 would cause irreparable harm for which monetary damages would be inadequate, and each Party shall be entitled to seek injunctive or other equitable relief, without the necessity of posting a bond, in addition to any other remedies available at law or in equity.

9.4 Duration

The confidentiality obligations set forth in this Section 9 shall remain in full force and effect for a period of [____] years from the Effective Date; provided, however, that such obligations shall survive in perpetuity with respect to trade secrets to the extent required by applicable law.

10. NON-DISPARAGEMENT

10.1 Mutual Non-Disparagement

Each Party agrees that it shall not, and shall cause its officers, directors, employees, agents, and representatives not to, make, publish, or communicate any disparaging, defamatory, or derogatory statements, whether written, oral, or electronic (including on social media, internet forums, blogs, review sites, or any other digital platform), concerning any other Party or such Party's Released Parties, including but not limited to statements regarding the Underlying Dispute, this Agreement, or the character, competence, integrity, or business practices of any other Party.

10.2 Exceptions

The non-disparagement obligations set forth in Section 10.1 shall not prohibit:

(a) Truthful testimony or statements compelled by law, subpoena, court order, or governmental investigation;

(b) Truthful statements made in connection with the enforcement of this Agreement;

(c) Communications with legal counsel, tax advisors, or other professional advisors in confidence;

(d) Statements required by any applicable law, rule, or regulation, including any securities disclosure obligations; or

(e) Truthful statements made in connection with any legal proceeding, administrative proceeding, or governmental inquiry.

11. NON-SOLICITATION / NON-COMPETITION

11.1 Non-Solicitation

☐ Applicable. For a period of [____] months following the Effective Date, neither Party shall, directly or indirectly, solicit, recruit, hire, or attempt to solicit, recruit, or hire any employee, independent contractor, or consultant of the other Party who was involved in the Underlying Dispute, without the prior written consent of such other Party.

☐ Not Applicable. The Parties agree that no non-solicitation restrictions shall apply under this Agreement.

11.2 Non-Competition — California Restriction

IMPORTANT NOTICE: Under California Business and Professions Code Section 16600(a), "every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void." The California Legislature has declared that this section "shall be read broadly" to void the application of any noncompete agreement, no matter how narrowly tailored, unless it falls within a recognized statutory exception (Cal. Bus. & Prof. Code § 16600.5). Accordingly, any non-competition provision included in a California settlement agreement is presumptively unenforceable and void as against public policy. The Parties acknowledge that no provision of this Agreement shall be construed to restrict any Party from engaging in any lawful profession, trade, or business.

The Parties expressly agree that this Agreement does not contain, and shall not be interpreted to impose, any covenant not to compete or any restriction on any Party's right to engage in any lawful business, profession, or trade anywhere within the State of California or elsewhere.

12. TAX PROVISIONS

12.1 Tax Allocation

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

12.2 IRS Form 1099 Reporting

The Payor (or the Payor's insurer, if applicable) shall issue an IRS Form 1099-MISC (or such other applicable IRS form) to the Payee reflecting the Settlement Amount or the taxable portion thereof, consistent with the allocation set forth in Section 12.1 and in accordance with 26 U.S.C. Section 6041 and applicable IRS regulations. The Payee shall furnish to the Payor a completed IRS Form W-9 (or applicable substitute) within [____] business days of the Effective Date.

12.3 Tax Responsibility and Indemnification

Each Party shall be solely responsible for the payment of all federal, state, and local taxes, including but not limited to income taxes, employment taxes, and self-employment taxes, assessed against or owed by such Party in connection with the receipt of any consideration under this Agreement. Each Party shall indemnify, defend, and hold harmless the other Party and its Released Parties from and against any and all tax liabilities, penalties, interest, claims, demands, costs, and expenses (including reasonable attorneys' fees) arising from or relating to such Party's failure to report or pay any taxes owed in connection with this Agreement.

12.4 No Tax Advice

Each Party acknowledges and agrees that no other Party, nor any other Party's counsel, agents, or representatives, has made any representation, warranty, or guarantee regarding the tax treatment or tax consequences of any payment or consideration provided under this Agreement. Each Party has been advised to consult with its own independent tax advisor regarding the tax consequences of this Agreement.

13. REPRESENTATIONS AND WARRANTIES

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

13.1 Authority. Such Party has full power and authority to enter into this Agreement and to perform its obligations hereunder. If such Party is an entity, the individual executing this Agreement on behalf of such entity has been duly authorized to do so by all necessary corporate, partnership, or other organizational action.

13.2 No Prior Assignment. Such Party has not heretofore assigned, transferred, conveyed, pledged, or otherwise disposed of any of the Released Claims, or any part thereof, to any other person or entity.

13.3 Voluntary Execution. Such Party is executing this Agreement voluntarily and of its own free will, without coercion, duress, fraud, or undue influence of any kind, and with full knowledge and understanding of its contents and legal effect.

13.4 Opportunity to Consult Counsel. Such Party has had a full and adequate opportunity to consult with independent legal counsel of its own choosing regarding the terms, meaning, and effect of this Agreement, and has either consulted with such counsel or voluntarily elected not to do so.

13.5 Understanding of Terms. Such Party has carefully read this Agreement in its entirety, understands all of its terms and conditions, and agrees to be bound by each and every provision hereof. Such Party acknowledges that it is not relying upon any representations or statements made by the other Party or the other Party's counsel, except as expressly set forth in this Agreement.

13.6 No Pending Proceedings. Such Party is not a party to any pending or contemplated bankruptcy, insolvency, receivership, or similar proceeding that would impair or limit its ability to grant the releases or perform the obligations set forth in this Agreement.

13.7 Capacity. If such Party is an individual, such Party is of legal age and has the mental capacity to enter into this Agreement. If such Party is an entity, such Party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.

14. INDEMNIFICATION

14.1 Mutual Indemnification for Breach of Representations

Each Party (as "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its Released Parties (collectively, the "Indemnified Parties") from and against any and all losses, liabilities, claims, demands, damages, costs, and expenses (including reasonable attorneys' fees and costs of litigation) arising out of or resulting from any breach of any representation, warranty, or covenant made by the Indemnifying Party in this Agreement.

14.2 Tax Indemnification

Without limiting the generality of Section 14.1, each Party shall indemnify and hold harmless the other Party and its Released Parties from and against any and all tax liabilities, penalties, interest, and related costs and expenses (including reasonable attorneys' fees) arising from or related to such Party's failure to properly report or pay any taxes owed by such Party in connection with any payments received under this Agreement or any challenge by any taxing authority to the tax allocation set forth in Section 12.1 to the extent attributable to such Party's tax reporting obligations.

14.3 Third-Party Claims

In the event that any claim relating to the Released Claims is asserted against any Indemnified Party by any third party who claims through or under an Indemnifying Party (including any person or entity to whom the Indemnifying Party has purported to assign any Released Claims in violation of Section 13.2), the Indemnifying Party shall indemnify, defend, and hold harmless the Indemnified Party from and against all such claims, losses, liabilities, damages, costs, and expenses.

15. DISPUTE RESOLUTION

15.1 Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof (a "Contract Dispute"), the Parties shall first attempt to resolve such Contract Dispute through good-faith negotiation for a period of not less than [____] calendar days after written notice thereof is given by the aggrieved Party to the other Party.

15.2 Mediation

If the Contract Dispute is not resolved through negotiation within the period specified in Section 15.1, the Parties shall submit the Contract Dispute to non-binding mediation before a mutually agreed-upon mediator in [________________________________], California. The costs of mediation shall be shared equally by the Parties. If the Parties are unable to agree upon a mediator within [____] business days, the mediator shall be appointed by ☐ JAMS / ☐ the American Arbitration Association / ☐ Other: [________________________________].

15.3 Arbitration or Litigation

If the Contract Dispute is not resolved through mediation within [____] calendar days after the appointment of the mediator, the Parties shall resolve the Contract Dispute as follows:

☐ Binding Arbitration. The Contract Dispute shall be finally resolved by binding arbitration administered by ☐ JAMS / ☐ the American Arbitration Association / ☐ Other: [________________________________] in accordance with its then-current rules, before a single arbitrator in [________________________________], California. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Discovery shall be permitted as provided under the California Arbitration Act (Cal. Code Civ. Proc. §§ 1280 et seq.).

☐ Litigation. Either Party may commence a civil action in the Superior Court of the State of California, County of [________________________________], or in the United States District Court for the [________________________________] District of California.

15.4 Cal. Code Civ. Proc. Section 664.6 Enforcement

Notwithstanding anything in this Section 15 to the contrary, if any litigation related to the Underlying Dispute remains subject to the Court's retained jurisdiction pursuant to Section 8.2, any Party may seek enforcement of this Agreement by motion pursuant to California Code of Civil Procedure Section 664.6, without first complying with the negotiation, mediation, or arbitration provisions of Sections 15.1 through 15.3.

15.5 Provisional Remedies

Nothing in this Section 15 shall preclude any Party from seeking provisional or injunctive relief from a court of competent jurisdiction as may be necessary to protect such Party's rights under this Agreement, including but not limited to temporary restraining orders and preliminary injunctions.

16. GENERAL PROVISIONS

16.1 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, discussions, representations, and warranties, whether written or oral, relating to such subject matter.

16.2 Amendments. This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by all Parties hereto.

16.3 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 all remaining provisions shall continue in full force and effect. The invalidity, illegality, or unenforceability of any provision in any jurisdiction shall not affect the validity, legality, or enforceability of such provision in any other jurisdiction.

16.4 Waiver. No failure or delay by any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any further exercise of that or any other right, power, or remedy. No waiver shall be effective unless in writing and signed by the Party granting the waiver.

16.5 Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by facsimile, PDF, or other electronic means (including electronic signatures compliant with the California Uniform Electronic Transactions Act, Cal. Civ. Code §§ 1633.1–1633.17, and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq.) shall be deemed to be, and shall have the same legal force and effect as, execution and delivery of an original signed copy.

16.6 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally; (b) one (1) business day after deposit with a nationally recognized overnight courier service (prepaid); (c) three (3) business days after deposit in the United States mail, certified or registered, return receipt requested, postage prepaid; or (d) when sent by email (with confirmation of receipt) — in each case to the Parties at their respective addresses set forth in Section 2.1, or to such other address as a Party may designate by written notice to the other Party.

16.7 Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California, without regard to its conflicts-of-law principles.

16.8 Venue. Subject to the dispute resolution provisions of Section 15, any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the Superior Court of the State of California, County of [________________________________], or in the United States District Court for the [________________________________] District of California. Each Party irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum.

16.9 Attorney Fees. Pursuant to California Civil Code Section 1717, in any action or proceeding to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs in addition to any other relief to which such party may be entitled; provided, however, that where an action has been voluntarily dismissed or dismissed pursuant to a settlement, there shall be no prevailing party for purposes of this Section 16.9.

16.10 Assignment. No Party may assign, transfer, or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that any Party may assign this Agreement to an affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of such Party's assets. Any purported assignment in violation of this Section shall be null and void.

16.11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

16.12 Construction. This Agreement shall be construed as having been drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. The headings and captions in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

16.13 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

16.14 Further Assurances. Each Party shall execute and deliver such further documents, instruments, and agreements, and take such further actions, as may be reasonably necessary or desirable to carry out the purposes and intent of this Agreement.

17. SIGNATURES

The Parties have executed this Settlement Agreement and Mutual Release as of the date(s) set forth below, intending to be legally bound hereby.

PARTY A

PARTY B

WITNESS (Optional)

NOTARIZATION (Optional)

STATE OF CALIFORNIA

COUNTY OF [________________________________]

On [__/__/____], before me, [________________________________], a Notary Public in and for said State, personally appeared [________________________________], who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

[NOTARY SEAL]

EXHIBITS

Exhibit A — Form of Stipulated Dismissal

Exhibit B — Payment Instructions (if applicable)

Exhibit C — ☐ [________________________________] (Additional Exhibit, if applicable)

SOURCES AND REFERENCES

• California Civil Code § 1542 (as amended by Stats. 2018, Ch. 157, Sec. 2 (SB 1431), eff. Jan. 1, 2019)
• California Code of Civil Procedure § 664.6 (Enforcement of Settlement Agreements)
• California Civil Code § 1717 (Attorney Fees — Prevailing Party in Contract Actions)
• California Business and Professions Code § 16600 (Contracts in Restraint of Trade)
• California Business and Professions Code § 16600.5 (Legislative Declaration — Broad Reading of § 16600)
• California Civil Code § 1671 (Liquidated Damages Validity)
• California Civil Code §§ 1633.1–1633.17 (California Uniform Electronic Transactions Act)
• California Government Code § 12964.5 / Cal. Civ. Code § 1001 (Restrictions on Confidentiality in Employment Settlements — "Silenced No More" Act)
• 26 U.S.C. § 104(a)(2) (Exclusion of Damages for Personal Physical Injuries or Sickness)
• 26 U.S.C. § 6041 (IRS Information Reporting — Form 1099)
• Internal Revenue Service, "Tax Implications of Settlements and Judgments" (Publication)
• Edwards v. Arthur Andersen LLP (2008) 44 Cal.4th 937 (Broad Reading of B&P Code § 16600)
• Gormley v. Gonzalez (2022) 84 Cal.App.5th 72 (Liquidated Damages in Settlement Agreements)