This is an agreement between two parties that are currently involved in a lawsuit for the settlement of all claims. This agreement sets forth the terms between two parties for the payment of monetary compensation to one party in exchange for the dismissal of the lawsuit against the other party. In addition, this agreement includes a stipulation that can be prepared by the parties' attorneys and submitted to the court. This agreement should be used by individuals or entities that are currently involved in a lawsuit and want to settle their claims outside the courtroom.
This is an agreement between two parties that are currently involved in a lawsuit for the settlement of all claims. This agreement sets forth the terms between two parties for the payment of monetary compensation to one party in exchange for the dismissal of the lawsuit against the other party. In addition, this agreement includes a stipulation that can be prepared by the parties' attorneys and submitted to the court. This agreement should be used by individuals or entities that are currently involved in a lawsuit and want to settle their claims outside the courtroom. STIPULATION AND SETTLEMENT AGREEMENT This Stipulation and Settlement Agreement (this “Agreement”) is entered into this _____ day of _________, ____ (the “Effective Date”) by and between _____________ (“Party A”) and _________________ (“Party B”). These entities/individuals are herein collectively referred to as “Parties” and individually as “Party.” ARTICLE 1 1.00 RECITALS 1.01 Whereas, on the ____ day of ___________, ______, Party A filed a complaint for ______________________ in the ____________ Court in the District of ___________ entitled ________________________, Civil Case No. _______________ (the “Action”); 1.02 Whereas, on the ____ day of ________, ___, Party B filed an Answer [and Counterclaim—delete if not applicable] in the Action; and 1.03 Whereas, the Parties hereto have determined that it is in their best interest to reach a settlement agreement for any and all claims they have or may have with respect to the Action and settle the Action on the terms and conditions set forth below. NOW THEREFORE, in consideration of the above recitals and mutual promises and covenants herein contained, the Parties hereto agree as follows: ARTICLE 2 2.00 DISMISSAL WITH PREJUDICE AND RELEASE 2.01 Upon execution of this Agreement by the Parties, the Parties hereto agree that they shall execute the Stipulation and Proposed Court Order in the form attached hereto as Exhibit “A,” pursuant to which the Parties agree to dismiss the Action with prejudice, including all claims [and counterclaims—delete if not applicable]. Immediately following execution of this Agreement, the Parties hereto shall file with the above-referenced Court (the “Court”) the fully executed version of Exhibit “A” attached hereto. Each of the Parties hereby intend and agree that the Court of relevant jurisdiction shall retain jurisdiction for the purpose of resolving any controversy or claim arising out of or relating to the terms, provisions, and conditions of this Agreement. 2.02 If any Party fails to perform its/his/her obligations hereunder, or any other claim or dispute that arises from or relates to this Agreement, then the fully executed version of Exhibit “A” hereto shall be filed under seal, together with the Proposed Sealing Order attached hereto as Exhibit “B,” for use as appropriate in connection with the Court’s express reservation of jurisdiction. 2.03 Each of the Parties further hereby agrees to waive any objection they have or may have now or in the future to the filings of any proceedings in a Court of relevant jurisdiction for the purpose referenced in this Article 2. 2.04 Any and all attorney fees, expenses, and costs associated with the Action shall be the sole responsibility of each of the Parties hereto. 2.05 Except for limitations expressly stated in this Agreement, and in consideration of the mutual promises and covenants contained herein, including the payment and other consideration described in Article 3.00, below, Party A and Party B, on behalf of their respective officers, directors, agents, employees, representatives, assigns, heirs, and attorneys, hereby forever release and absolutely discharge each other and each of their respective officers, directors, employees, stockholders, agents, representatives, servants, independent contractors, insurers, successors, and assigns of the interests of such persons or entities in the intellectual property involved in the Agreement and each Party’s attorneys, and the partners, associates, employees, agents, insurers, assigns, investigators and investigative agencies of or for their attorneys, from any and all causes of action, actions, judgments, liens, indebtedness, damages, losses, claims, liabilities, and demands of every kind and nature, including, without limitation, claims for infringement of any patents belonging to either Party, if applicable, at any time, arising from the Action, or that was or could have been raised in the Action, or arising from any conduct by the Parties or their agents, attorneys, or representatives in defending, prosecuting, and resolving the Action, whether known or unknown, suspected or unsuspected, existing or prospective, up to and including the Effective Date. 2.06 The releases set forth in Article 2.05, above, shall not apply to any cause of action, action, judgment, lien, indebtedness, damage, loss, claim, liability, or demand of any kind or nature occurring on or arising after the Effective Date or resulting from a breach of any specific warranty or representation given by either Party to this Agreement, the breach by any Party of any of the terms, conditions, or provisions of this Agreement, or any act or failure to act occurring on or after the Effective Date that is not licensed or otherwise expressly permitted by this Agreement and that gives rise to any such cause of action. 2.07 Each Party to this Agreement hereby expressly waives any and all right or benefit conferred by the provisions of Section __________ of the ______________ [enter State name] Civil Code or federal law now in effect or in effect in the future, and expressly consent that this Agreement shall be given full force and effect according to each and all of its express terms, provisions and conditions, including those relating to unknown and unsuspected claims, demands, and causes of action specified above, if any. 2.08 Each Party to this Agreement hereby acknowledges that this Agreement effects the settlement of claim(s) that are denied and contested and agrees that the settlement reflected in this Agreement shall not be construed as an admission against the interests of any Party to this Agreement. © 2011 by Docstoc®, Inc. registered document proprietary, copy not 3 ARTICLE 3 3.00 CONSIDERATION 3.01 In consideration of the promises and mutual covenants contained in this Agreement, Party A agrees to pay to the order of Party B the sum of ____________________ dollars ($_______). The Parties to this Agreement hereby acknowledge that such payment constitutes full consideration for dismissal of the Action. 3.02 The payment contemplated in Article 3.01 shall be paid by Party A to Party B on the Effective Date via certified funds, money order, or wire transfer to either be deposited in the trust account of Attorney for Party B or be paid directly to Party B. ARTICLE 4 4.00 REPRESENTATIONS AND WARRANTIES 4.01 The Parties to this Agreement hereby represent and warrant to each other that the officers/directors executing this Agreement on each Party’s behalf are duly authorized signing authorities for each Party on whose behalf they sign, that the consummation of the transactions provided herein do not require any third-party consent or assignment and shall not violate, conflict with, or result in the breach of any obligation, law, order, or judgment to which the represented Party is subject or by which same is bound, That the represented Party is the sole and lawful owner of all rights, title, and interest in and to every claim made in the Action, and that the represented Party has not assigned or transferred to any person or entity any right, title, or interest in the Action or the subject matter it is releasing. ARTICLE 5 5.00 CONFIDENTIALITY AND DISCLOSURE 5.01 Each Party to this Agreement is authorized to disclose the terms, provisions, and conditions of this Agreement if advised by each of the Parties’ respective legal counsel or should they be required to do so by law (including applicable federal and state securities laws and regulations), legal process, or court order. 5.02 Except as provided for in Article 5.01 and 5.02, neither Party to this Agreement shall disclose any information regarding the Action either publicly or privately, except with the prior written consent of the other Party to this Agreement. ARTICLE 6 6.00 MISCELLANEOUS PROVISIONS 6.01 This Agreement constitutes and contains the final agreement as between the Parties hereto regarding the Action and the subject matter addressed herein. This Agreement shall © 2011 by Docstoc®, Inc. registered document proprietary, copy not 4 supersede and replace all prior agreements and prior negotiations and proposals between the Parties, whether written or oral, concerning the Action and the subject matter herein. No amendments or modifications to this Agreement shall be made or be considered binding on either Party without the prior written consent of both Parties hereto. 6.02 All of the terms, conditions, and provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by each of the Parties hereto and their respective legal representatives, successors, and assigns. 6.03 If any of the terms, conditions or provisions contained in this Agreement are deemed invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall remain in full force and effect. Upon determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto shall negotiate in good faith, amendments or modifications to this Agreement so as to effect the original intent of the Parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated herein are fulfilled to the extent possible. 6.04 Each of the Parties hereto acknowledges that it has been represented by independent legal counsel of its choice in respect to the negotiations preceding the execution of this Agreement and that this Agreement has been executed after consultation with such independent legal counsel. No term, condition, or provision of this Agreement shall be interpreted for or against any Party due to the fact that such Party and/or its attorneys drafted the terms, conditions, or provisions. 6.05 Any and all communications, which may be or are required to be given by either Party to the other, shall (in the absence of any specific provision to the contrary) be made in writing and sent by prepaid registered mail or facsimile transmission (provided the sender obtains evidence or verification of transmission receipt) to the Parties at their following respective addresses and facsimile numbers: To _______________at: _____________________ _____________________ Fax: (____) ___________ With a copy to: _____________________ _____________________ Fax: (___) ____________ To _______________ at: _____________________ _____________________ Fax: (____) ___________ With a copy to: _____________________ _____________________ © 2011 by Docstoc®, Inc. registered document proprietary, copy not 5 Fax: (___) ____________ If any such payment or communication is sent by prepaid registered mail, it shall, subject to the following sentence, be conclusively deemed to have been received on the _____ business day following its mailing and, if delivered or sent via facsimile, it shall be conclusively deemed to have been received at the time of delivery or transmission. Notwithstanding the foregoing provisions with respect to mailing, in the event that it may be reasonably anticipated that, due to any strike, lock-out, or similar event involving an interruption in postal service, any payment or communication is not received by the addressee later than the ____ business day following its mailing, then the mailing of same as set forth herein shall not be an effective means of sending it, but, rather, any payment must then be sent by delivery and any communication by delivery or facsimile. Either Party may, from time to time, change its address by notice to the other in accordance with this Article. 6.06 This Agreement may be signed in two or more identical counterparts each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. 6.06 This Agreement shall be governed by the substantive laws of the State of __________________, and all rights and obligations of the Parties to this Agreement and the interpretation, construction, and enforceability hereof shall also be governed by the laws of the State of ____________________. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date and year first written above. _____________________ ________________________ Per: Per: Name: Name: Title: Title: © 2011 by Docstoc®, Inc. registered document proprietary, copy not 6 EXHIBIT “A” Stipulation and Court Order © 2011 by Docstoc®, Inc. registered document proprietary, copy not 7 EXHIBIT “B” Sealing Order © 2011 by Docstoc®, Inc. registered document proprietary, copy not 8
Pages to are hidden for
"Stipulation to Settlement Agreement"Please download to view full document