SETTLEMENT AGREEMENT

This SETTLEMENT AGREEMENT (hereinafter referred to as “the Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE PARTY A], having registered office at [INSERT ADDRESS OF THE PARTY A] (hereinafter referred as the “Party A”). which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT NAME OF THE PARTY B], having registered office at [INSERT ADDRESS OF THE PARTY B] (hereinafter referred as the “Party B”). which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The “Party A” and the “Party B” shall be collectively referred to as “Parties” and individually as “Party”.

WHEREAS

1. The Parties have a dispute or potential dispute arising from [INSERT THE NATURE OF THE DISPUTE];
2. The Parties desire to resolve their differences and settle the above-mentioned dispute without the necessity of litigation or further legal proceedings;
3. The parties wish to enter into a contract in writing.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PREMISES, THE PARTIES HERETO AGREE AS FOLLOWS:

1. DEFINITIONS
   1. "Party A" shall refer to [INSERT PARTY A FULL NAME], a resident of [INSERT ADDRESS OF PARTY A], with a mailing address at [INSERT EMAIL ADDRESS OF PARTY A].
   2. "Party B" shall refer to [INSERT PARTY B FULL NAME], a resident of [INSERT ADDRESS OF PARTY B], with a mailing address at [INSERT EMAIL ADDRESS OF PARTY B].
   3. "Agreement" shall mean this Settlement Agreement, including any amendments or modifications made in accordance with its terms.
   4. "Dispute" shall mean the [INSERT THE NATURE OF THE DISPUTE BETWEEN THE PARTIES].
   5. "Effective Date" shall mean the date on which this Agreement is fully executed by both Parties.
   6. "Confidential Information" shall mean any information disclosed by one Party to the other Party in connection with the dispute resolution process and settlement negotiations.
   7. "Governing Law" shall mean the laws of [INSERT STATE/COUNTRY OF APPLICABLE LAWS] that govern the interpretation and enforcement of this Agreement.
   8. "Jurisdiction" shall mean the exclusive jurisdiction of the courts located in [INSERT COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE BETWEEN THE PARTIES] for any disputes arising from or relating to this Agreement.
2. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
3. RELEASE AND WAIVER
   1. Party A, on behalf of themselves, their agents, representatives, heirs, and assigns, hereby releases and waives any and all claims, demands, actions, causes of action, suits, liabilities, damages, costs, or expenses, whether known or unknown, arising out of or related to the aforementioned dispute, against Party B and its agents, representatives, heirs, and assigns.
   2. Party B, on behalf of themselves, their agents, representatives, heirs, and assigns, hereby releases and waives any and all claims, demands, actions, causes of action, suits, liabilities, damages, costs, or expenses, whether known or unknown, arising out of or related to the aforementioned dispute, against Party A and its agents, representatives, heirs, and assigns.
4. PAYMENT AND CONSIDERATION
   1. As full and final settlement of the dispute, Party A agrees to pay Party B the sum of [INSERT SETTLEMENT AMOUNT] within [INSERT NUMBER OF DAYS IN WHICH THE PAYMENT SHOULD ME MADE] days of the execution of this Agreement. Payment shall be made via [INSERT PREFERRED PAYMENT METHOD].
5. WARRANTY OF CAPACITY TO EXECUTE AGREEMENT
   1. The parties represents and warrants that no other person or entity has or has had any interest in the claims, demands, obligations, or causes of action referred to in this Settlement Agreement, except as otherwise set forth herein, and that it has not sold, assigned, transferred, conveyed or otherwise disposed of any of the claims, demands, obligations, or causes of action referred to in this Settlement Agreement.
6. REPRESENTATION OF COMPREHENSION OF DOCUMENT
   1. In entering into this Settlement Agreement, the parties represents that it has relied upon the legal advice of its attorneys, who are the attorneys of its own choice and that the terms of this Settlement Agreement have been completely read and explained to it by its attorneys, and that those terms are fully understood and voluntarily accepted by it.
7. TERMINATION
   1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS TO SEND NOTICE OF TERMINATION] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
      1. this Agreement provides a specific date or period for performance of the obligation breached; or
      2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
   2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
   3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
8. NON-DISCLOSURE AND RETURN OF MATERIALS
   1. For the purposes of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary, or confidential information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether oral, written, electronic, or otherwise, including but not limited to financial data, business plans, customer or vendor information, contracts, trade secrets, intellectual property, legal strategies, and any information relating to the settlement or underlying dispute.
   2. The Receiving Party agrees that it shall:
      1. Keep all Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Disclosing Party, except as required by law or court order;
      2. Use the Confidential Information solely for the purpose of implementing or enforcing this Agreement;
      3. Take all reasonable measures to prevent unauthorized disclosure or use of the Confidential Information.
   3. Notwithstanding the foregoing, either Party may disclose Confidential Information:
      1. To its attorneys, accountants, insurers, or tax advisors, provided such persons are bound by confidentiality obligations at least as protective as those in this Agreement;
      2. As required by law, regulation, or court order, provided that, to the extent permitted by law, the Receiving Party gives the Disclosing Party prompt written notice to allow it to seek a protective order or other remedy.
   4. Return or Destruction of Materials.
      1. Within [INSERT NUMBER OF DAYS FOR RETURN OR DESTRUCTION OF MATERIAL] business days following the Effective Date of this Agreement (or upon request by the Disclosing Party), each Party shall return or destroy all materials, documents, records, and other tangible forms of Confidential Information in its possession, custody, or control, including electronic copies, and certify in writing that such return or destruction has been completed.
   5. Nothing in this Agreement shall be construed as granting any license, ownership, or other rights, by implication or otherwise, to the Receiving Party under any intellectual property rights of the Disclosing Party.
   6. The obligations of confidentiality set forth in this Section shall survive the termination or expiration of this Agreement for a period of [INSERT NUMBER OF YEARS] years from the Effective Date, or indefinitely with respect to trade secrets and settlement terms.
9. COST AND ATTORNEY’S FEES
   1. Except as expressly provided otherwise in this Agreement, each Party shall bear its own costs, expenses, and attorneys’ fees incurred in connection with the investigation, negotiation, preparation, execution, and delivery of this Agreement and any prior dealings or proceedings related to the matters resolved herein.
   2. In the event any Party initiates legal action or proceedings (including arbitration or mediation) to enforce or interpret the terms of this Agreement, or as a result of any breach of this Agreement, the prevailing Party in such action shall be entitled to recover from the non-prevailing Party all reasonable attorneys’ fees, costs, and expenses incurred in connection therewith, including any fees and costs associated with post-judgment collection or appeals.
   3. For the purposes of this Section, “prevailing Party” shall mean the Party that is awarded substantially all of the relief sought, whether by judgment, arbitration award, settlement, or otherwise.
   4. Nothing in this Section shall be construed as an admission by either Party of liability or of the validity of any claims or defenses. This provision is included solely to address potential future costs in the event of breach or enforcement of this Agreement.
10. NO ADMISSION OF LIABILITY
    1. This Agreement is the result of a compromise and shall not be construed as an admission of liability or wrongdoing by either Party, which liability is expressly denied.
11. NON- DISPARAGEMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
12. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Party A and Party B.
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
    3. MISCELLANEOUS
    4. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    5. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    6. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    7. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    8. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    9. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    10. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
13. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of the Party A:

Name: [INSERT NAME OF PARTY A/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF PARTY A]

Signed, sealed and delivered on behalf of Party B

Name: [INSERT NAME OF PARTY B/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF PARTY B]