Stipulation to Settlement Agreement

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									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 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


1.01 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


2.01 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

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
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

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                                                     ARTICLE 3


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


4.01 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


5.01 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


6.01 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

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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:

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         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

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:

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                                              EXHIBIT “A”
                                       Stipulation and Court Order

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                                                  EXHIBIT “B”
                                                  Sealing Order

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