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(Breach of Contract)
A. On the ________ day of ________, 20 __, Plaintiff commenced a lawsuit against Defendant for claims relating to a contract dated ________.
B. Pursuant to the Lawsuit, Plaintiff alleged that Defendant breached the contract.
C. Defendant denies that it breached the contract.
D. Plaintiff and Defendant wish to settle and resolve the lawsuit and all claims and disputes among them and to enter into this settlement agreement and mutual release.
01. In full satisfaction of the lawsuit, Defendant shall pay to Plaintiff the sum of $ ________ on or before the ________ day of ________, 20 __. Plaintiff and Defendant agree that this sum shall settle and satisfy any and all claims for damages asserted by either party.
02. Upon execution of this agreement, Plaintiff and Defendant shall release each other from all actions, claims and demands whatsoever, provided that such release is only with respect to the issues raised in the Complaint.
03. Plaintiff and Defendant have read this agreement carefully, understand its terms, and have discussed it with their respective attorneys who have fully explained it to them. This agreement represents a compromise of disputed claims, and any payment hereunder is not intended or understood to be an admission of liability by either party.
04. In consideration for the payment provided for in this agreement, Plaintiff shall dismiss the lawsuit with prejudice.
05. Except as provided for in this agreement, each party shall bear his or her own costs and attorney fees with respect to the lawsuit.
06. This agreement constitutes the full agreement of the parties and may not be altered, modified, or changed in any way except upon the express written consent of the parties.
07. No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.
08. Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.
09. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
10. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
11. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
12. Waiver Of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
13. Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
14. Applicable Law. This Agreement shall be governed by the laws of the State of ________.
Executed on the day and date first above written, at City ________ State ________.