SETTLEMENT AGREEMENT AND UNILATERAL RELEASE

TABLE OF CONTENTS

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

1. PARTIES AND BACKGROUND

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

2. SETTLEMENT PAYMENT AND TIMING

• Amount: [$] consideration paid by Releasee (or third party) to Releasor; due date; method; interest for late payment; conditions precedent.

3. RELEASE OF CLAIMS BY RELEASOR

• Releasor releases Releasee (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, claims that cannot be released by law].
• Waiver of unknown claims where permitted (include statutory language if required).

4. NO RELEASE BY NON-RELEASING PARTY (OPTIONAL COVENANTS)

• Non-Releasing Party makes no release; optional covenants: non-suit or standstill on specified claims; agreement not to seek fees/costs; cooperation commitments.

5. NO ADMISSION OF LIABILITY

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

6. DISMISSAL OF ACTIONS

• Stipulated dismissal with prejudice (or as agreed) of identified actions; fee/cost allocation specified.

7. CONFIDENTIALITY AND NON-DISPARAGEMENT

• Terms and existence confidential except as required by law or to advisors/insurers; coordinated statement optional.
• Non-disparagement obligations on both parties (if desired) with carve-outs for truthful legal compliance.

8. TAXES AND ALLOCATION

• Allocation of settlement amount; tax reporting responsibility; no tax advice reliance.

9. REPRESENTATIONS AND AUTHORITY

• Authority to sign; no assignment of claims; no pending bankruptcy that would impair release.

10. REMEDIES AND SPECIFIC PERFORMANCE

• Injunctive relief for breaches of confidentiality/non-disparagement; payment default cures and consequences.

11. GOVERNING LAW AND DISPUTE RESOLUTION

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

12. MISCELLANEOUS

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

13. SIGNATURES

• Execution blocks for all parties.