Claimant-Friendly Settlement Agreement Template

Capitalized terms used in this Agreement shall have the meanings set forth in this Section, and such meanings shall apply equally to the singular and plural forms of the terms defined.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in [City/Place of Payment] are authorized or required by law to be closed.

"Claims" means any and all claims, demands, causes of action, suits, debts, liabilities, damages, losses, costs, and expenses of every kind, whether known or unknown, suspected or unsuspected, asserted or unasserted, arising out of or relating to the Dispute.

"Dispute" means the dispute described in the Recitals, including all facts, acts, omissions, events, and circumstances arising out of or relating to the Underlying Relationship that were, or could have been, asserted by the Receiving Party against the Paying Party as of the Effective Date.

"Default Interest Rate" means a rate of [percentage] percent per annum, or the maximum rate permitted by applicable law, whichever is lower, accruing daily from the due date until the date of actual payment in full.

"Event of Default" means any of the events described in the section of this Agreement entitled Events of Default and Remedies upon Non-Payment.

"Outstanding Amount" means, at any given time, the portion of the Settlement Payment that has not been received in cleared funds by the Receiving Party, together with all accrued Default Interest and all costs and fees recoverable under this Agreement.

"Payment Currency" means [currency].

"Released Claims" means all Claims released by the Receiving Party pursuant to the section of this Agreement entitled Release of Claims by the Receiving Party.

"Settlement Payment" means the aggregate sum of [amount in figures and words] in the Payment Currency, payable by the Paying Party to the Receiving Party in accordance with this Agreement.

"Stipulated Judgment" means the consent judgment or equivalent order described in the section of this Agreement entitled Stipulated Judgment and Acceleration of Outstanding Amounts.

Headings are for convenience only and shall not affect interpretation. The words "including" and "includes" shall be construed as being without limitation. References to Sections are to sections of this Agreement. This Agreement has been negotiated by the Parties and shall not be construed against either Party as drafter.

The Parties hereby agree to settle and resolve the Dispute fully and finally on the terms and subject to the conditions set forth in this Agreement.

The settlement shall be effective as of the Effective Date; provided, however, that the release and covenants granted by the Receiving Party shall become effective only upon the Receiving Party's receipt of the Settlement Payment in full in cleared funds, as provided in this Agreement.

The Paying Party acknowledges that the Receiving Party's agreement to settle is expressly conditioned upon the timely and complete performance by the Paying Party of all of its payment obligations hereunder, and that time is of the essence with respect to each such obligation.

Any proceedings, whether judicial, arbitral, or administrative, pending between the Parties concerning the Dispute shall be stayed as of the Effective Date. Upon receipt of the Settlement Payment in full, the Parties shall cooperate to dismiss such proceedings with prejudice as to the Receiving Party's Claims, each Party bearing its own costs except as otherwise provided herein.

Pending receipt of the Settlement Payment in full, the Receiving Party shall retain all rights, remedies, and defenses with respect to the Dispute, and no limitation period, prescription period, or time bar applicable to any Claim shall be deemed to run in favor of the Paying Party during the period from the Effective Date until the Settlement Payment is received in full. The Paying Party hereby waives any right to assert any such time bar accrued or accruing during such period.

The Parties shall execute such further documents, including any stipulation of dismissal, as may reasonably be required to give effect to the settlement contemplated hereby.

In full and final settlement of the Dispute, the Paying Party shall pay to the Receiving Party the Settlement Payment in the total amount of [amount in figures and words] in the Payment Currency.

The Settlement Payment is a fixed, liquidated, and undisputed sum, and the Paying Party acknowledges that it is justly due and owing to the Receiving Party under this Agreement, independent of any admission regarding the merits of the Dispute.

The Settlement Payment shall be paid in [number] installments, or in a single lump sum, in accordance with the schedule specified in the following section of this Agreement, as follows: [description of payment structure].

The Settlement Payment is exclusive of, and shall be paid free and clear of, any deduction, withholding, set-off, counterclaim, or other reduction of any kind. If the Paying Party is required by law to make any deduction or withholding, the Paying Party shall pay such additional amount as is necessary to ensure that the Receiving Party receives, in full, the amount it would have received absent such deduction or withholding.

The Paying Party's obligation to pay the Settlement Payment is absolute and unconditional and shall not be subject to any defense, counterclaim, or right of set-off arising from the Underlying Relationship or otherwise.

The Paying Party shall not be entitled to any discount, credit, or reduction of the Settlement Payment on account of early payment unless expressly agreed in writing by the Receiving Party.

The Paying Party shall pay the Settlement Payment in the following installments: [Installment 1 amount] on or before [date]; [Installment 2 amount] on or before [date]; and [Installment 3 amount, if any] on or before [date] (each a "Due Date").

All payments shall be made by wire transfer of immediately available, cleared funds to the following account of the Receiving Party: [Bank Name], [Account Holder], [Account Number/IBAN], [Bank Identifier Code/Routing Number], or to such other account as the Receiving Party may designate by written notice.

A payment shall be deemed made only when the full amount has been credited in cleared funds to the Receiving Party's designated account. The Paying Party shall bear all bank charges, transfer fees, and currency conversion costs incurred in connection with each payment, so that the Receiving Party receives the full amount due.

If any Due Date falls on a day that is not a Business Day, payment shall be made on the immediately preceding Business Day.

The Paying Party shall provide the Receiving Party with written confirmation of each transfer, including a bank transfer reference, no later than [number] Business Days before the applicable Due Date.

The Paying Party may prepay all or any part of the Outstanding Amount at any time without penalty; any prepayment shall be applied first to accrued Default Interest and costs, and thereafter to the installments in the order in which they fall due.

Any payment received from the Paying Party shall be applied first to costs and expenses recoverable hereunder, second to accrued Default Interest, and third to the principal amount of the Settlement Payment, in each case in the manner determined by the Receiving Party.

Each of the following events constitutes an Event of Default: (i) the Paying Party fails to pay any amount when due under this Agreement and such failure continues for [number] Business Days after the Due Date; (ii) the Paying Party becomes insolvent, is unable to pay its debts as they fall due, makes an assignment for the benefit of creditors, or has a receiver, administrator, liquidator, or similar officer appointed over all or a substantial part of its assets; (iii) the Paying Party commences or becomes subject to any bankruptcy, insolvency, reorganization, or liquidation proceeding; (iv) any representation or warranty made by the Paying Party herein proves to have been materially untrue when made; or (v) the Paying Party breaches any other material obligation under this Agreement and fails to cure such breach within [number] Business Days after written notice.

The Receiving Party shall give the Paying Party written notice of any failure to pay. The Paying Party shall have a single cure period of [number] Business Days following receipt of such notice (the "Cure Period"), and the Receiving Party shall be obliged to afford a Cure Period on no more than [number] occasions during the term of this Agreement. Upon the second or any subsequent failure to pay, no Cure Period shall apply.

Upon the occurrence of an Event of Default, and without prejudice to any other right or remedy, the entire Outstanding Amount shall become immediately due and payable without further notice, demand, presentment, or protest, all of which are hereby expressly waived by the Paying Party.

From the applicable Due Date until the date of payment in full, all overdue amounts shall bear interest at the Default Interest Rate, which shall be payable on demand and which the Parties agree represents a reasonable estimate of the Receiving Party's loss and not a penalty.

Upon the occurrence of an Event of Default, the Receiving Party may, at its sole election and by written notice to the Paying Party, either (i) enforce this Agreement in accordance with its terms, or (ii) rescind this Agreement and reinstate any or all of the Claims, in which case the Receiving Party shall be entitled to retain all amounts already paid and to credit such amounts against any recovery on the reinstated Claims.

The Paying Party shall reimburse the Receiving Party, on demand, for all costs and expenses, including reasonable legal fees, incurred in connection with the enforcement or collection of any amount due following an Event of Default.

The remedies of the Receiving Party under this Agreement are cumulative and not exclusive of any other remedy available under this Agreement or at law, and no failure or delay in exercising any remedy shall operate as a waiver thereof.

As a material inducement to the Receiving Party's entry into this Agreement, the Paying Party agrees to the entry of a Stipulated Judgment against it upon the occurrence of an Event of Default, as set forth in this Section.

Concurrently with the execution of this Agreement, the Paying Party shall execute and deliver to the Receiving Party's counsel an original stipulation, consent to judgment, or equivalent instrument in a form reasonably acceptable to the Receiving Party, providing for judgment against the Paying Party in the amount of [amount equal to the full claim amount or other agreed sum], less all amounts actually received by the Receiving Party under this Agreement, plus accrued Default Interest, costs, and fees (the "Stipulated Judgment Amount").

Upon the occurrence of an Event of Default, and the expiry of any applicable Cure Period without cure, the Receiving Party shall be entitled, without further notice to the Paying Party and without the need to prove the merits of the Claims, to file the executed stipulation with the competent court and to apply for entry of the Stipulated Judgment in the Stipulated Judgment Amount.

The Paying Party hereby irrevocably waives, to the fullest extent permitted by law, any right to notice, hearing, appeal, or challenge with respect to the entry or enforcement of the Stipulated Judgment, other than a defense that the Outstanding Amount has in fact been paid in full in cleared funds.

The Paying Party acknowledges that the Stipulated Judgment Amount is not a penalty, that it has been freely negotiated, and that it reflects the Receiving Party's agreement to compromise its Claims in reliance upon the Paying Party's timely performance.

The Receiving Party shall file a satisfaction of the Stipulated Judgment, or equivalent document, promptly following receipt in full of all amounts due thereunder. The Receiving Party shall return the executed stipulation to the Paying Party, uncancelled and unfiled, upon receipt of the Settlement Payment in full.

The entry of the Stipulated Judgment shall not release or discharge the Paying Party from any obligation under this Agreement, and the Receiving Party may pursue enforcement of the Stipulated Judgment by all lawful means, including attachment, garnishment, and execution against the assets of the Paying Party wherever located.

Effective upon, and conditioned upon, the Receiving Party's receipt of the Settlement Payment in full in cleared funds, the Receiving Party, on behalf of itself and its successors and permitted assigns, hereby releases and forever discharges the Paying Party from all Claims that the Receiving Party has or may have against the Paying Party arising out of the Dispute, from the beginning of time through the Effective Date.

The release granted herein is limited to the Released Claims. It is a one-way release in favor of the Paying Party only, and nothing in this Agreement shall constitute a release, waiver, or discharge by the Receiving Party of any claim against any person other than the Paying Party, except as expressly stated herein.

The release shall not extend to, and the Receiving Party expressly reserves: (i) all rights and obligations arising under this Agreement, including the right to enforce the payment obligations and the Stipulated Judgment; (ii) any claim arising from facts, acts, or omissions first occurring after the Effective Date; (iii) any claim unrelated to the Dispute or the Underlying Relationship; and (iv) any claim arising from fraud, willful misconduct, or concealment by the Paying Party in connection with the Dispute or this Agreement.

Nothing in this Agreement releases, waives, or limits any claim, right, or defense that the Paying Party has or may have against the Receiving Party, and the Paying Party shall not be entitled to any release from the Receiving Party other than as expressly set forth in this Section.

The release shall be void and of no effect, and the Receiving Party's Claims shall be reinstated in full, if the Settlement Payment, or any portion thereof, is avoided, rescinded, set aside, or required to be returned or disgorged by reason of any insolvency, bankruptcy, or similar proceeding affecting the Paying Party, to the extent of the amount so avoided or returned.

The Receiving Party represents that it has not assigned or transferred to any third party any Released Claim. Any such Claim assigned in contravention of this representation shall be the sole responsibility of the Receiving Party, and shall not affect the Paying Party's obligation to pay the Settlement Payment.

Subject to the Receiving Party's receipt of the Settlement Payment in full, the Receiving Party covenants that it shall not commence, maintain, or voluntarily assist in any action or proceeding against the Paying Party asserting any Released Claim.

The covenant not to sue set forth in this Section shall not apply to, and shall not restrict, any action or proceeding brought by the Receiving Party to enforce this Agreement, to obtain entry or enforcement of the Stipulated Judgment, or to pursue any remedy following an Event of Default.

Prior to the Receiving Party's receipt of the Settlement Payment in full, the covenant not to sue shall be suspended. In the event of any Event of Default, the Receiving Party shall be entitled to rescind this Agreement in accordance with the section entitled Events of Default and Remedies upon Non-Payment and to commence or resume proceedings in respect of any or all Claims.

The Receiving Party expressly reserves all rights, claims, and remedies against any person or entity other than the Paying Party, including any affiliate, insurer, guarantor, or co-obligor of the Paying Party that is not a party hereto, except to the extent that any liability of such person is purely derivative of that of the Paying Party and the Paying Party has fully paid the Settlement Payment.

The Receiving Party reserves the right to use this Agreement, and any facts relating to its negotiation or breach, as evidence in any proceeding to enforce this Agreement or to establish an Event of Default.

The Paying Party covenants that it shall not challenge, contest, or seek to set aside this Agreement, the Stipulated Judgment, or the validity of the Claims for the purposes of enforcement hereunder, nor bring any claim against the Receiving Party arising out of the Dispute, and acknowledges that this covenant is a material inducement to the Receiving Party's agreement to settle.

This Agreement is entered into by way of compromise of disputed claims. Neither this Agreement, nor any payment made hereunder, nor any negotiation or document relating hereto, shall constitute or be construed as an admission by either Party of any liability, wrongdoing, fault, or the validity or invalidity of any Claim or defense.

The Parties agree that this Agreement and the circumstances of its negotiation shall not be offered or received in evidence in any proceeding as an admission of liability or of the lack of merit of any claim, except in a proceeding to enforce or interpret this Agreement or to establish the existence of the settlement, the release, or an Event of Default.

The Paying Party's denial of liability shall in no way diminish, qualify, or affect the Paying Party's absolute obligation to pay the Settlement Payment, nor the Paying Party's acknowledgment that the Settlement Payment is a liquidated sum due under this Agreement.

Nothing in this Section shall limit the right of the Receiving Party to rely on this Agreement as a binding contractual obligation of the Paying Party, or to rely on any representation, warranty, or covenant given herein.

The Parties acknowledge that the Settlement Payment has been agreed as a compromise of a disputed matter and does not represent an acknowledgment by the Receiving Party that its Claims have less value than asserted.

Each Party shall be free to state, to the extent required by law, regulation, or the requirements of its auditors, that the Dispute has been settled without admission of liability.

The Parties shall keep strictly confidential the terms of this Agreement, the amount of the Settlement Payment, and all negotiations and communications leading to this Agreement (the "Confidential Information"), and shall not disclose any Confidential Information to any third party, except as permitted in this Section.

Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information: (i) to its directors, officers, employees, shareholders, lenders, insurers, auditors, tax advisers, and legal counsel who have a need to know and are bound by duties of confidentiality; (ii) as required by law, regulation, court order, or the rules of any stock exchange or regulatory authority; (iii) in any proceeding to enforce this Agreement or the Stipulated Judgment; and (iv) to any actual or prospective assignee, acquirer, or financing source, subject to customary confidentiality undertakings.

The Paying Party may disclose Confidential Information solely to its directors, officers, employees, auditors, insurers, and legal counsel who have a need to know and are bound by duties of confidentiality, or as required by law or court order, in which case the Paying Party shall give the Receiving Party prompt prior written notice, where lawful, and shall disclose only that portion legally required.

Following an Event of Default, the confidentiality obligations of the Receiving Party shall cease to apply to the extent reasonably necessary for the Receiving Party to enforce its rights, to collect amounts due, or to publicly disclose the fact of the Paying Party's default.

The Paying Party shall not, directly or indirectly, make, publish, or communicate to any person or in any public forum any statement that is defamatory, disparaging, or damaging to the business reputation, products, services, management, or goodwill of the Receiving Party or its affiliates, officers, directors, or employees.

The Receiving Party shall refrain from making any knowingly false and disparaging public statement concerning the Paying Party; provided that nothing in this Agreement shall restrict the Receiving Party from making truthful statements in any legal proceeding, to any governmental authority, or as otherwise permitted under this Section.

The Paying Party acknowledges that any breach of this Section would cause irreparable harm to the Receiving Party for which damages would be an inadequate remedy, and that the Receiving Party shall be entitled to seek injunctive relief, without the necessity of posting a bond or proving actual damages, in addition to any other available remedy.

Each Party represents and warrants to the other, as of the Effective Date, that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (ii) it has full corporate power and authority to enter into and perform this Agreement; (iii) the execution and performance of this Agreement have been duly authorized by all necessary corporate action; and (iv) this Agreement constitutes its legal, valid, and binding obligation, enforceable in accordance with its terms.

The Paying Party further represents, warrants, and covenants to the Receiving Party that: (i) it is solvent and, after giving effect to the Settlement Payment, will remain solvent and able to pay its debts as they fall due; (ii) it has, and will have on each Due Date, sufficient funds to make each payment required hereunder; and (iii) it has not made, and will not make, any transfer of assets with the intent to hinder, delay, or defraud the Receiving Party.

The Paying Party represents and warrants that it has disclosed to the Receiving Party all material facts concerning its financial condition on which the Receiving Party has relied in agreeing to the installment terms herein, and that all such information is true, complete, and not misleading in any material respect.

The Receiving Party represents that it is the sole owner of the Claims being released hereby and has not assigned or encumbered any such Claim.

Each Party represents that it has been represented by independent legal counsel of its own choosing, has read and understood this Agreement, and enters into it voluntarily, without reliance on any statement or representation not expressly set forth herein.

No consent, approval, or authorization of any governmental authority or third party is required for the execution, delivery, or performance of this Agreement by the Paying Party, except such as has already been obtained.

The representations and warranties herein shall survive the execution of this Agreement and the payment of the Settlement Payment.

The Settlement Payment shall be paid to the Receiving Party in the full amount specified herein, without deduction for any taxes, duties, levies, or charges of any kind, which shall be borne exclusively by the Paying Party in accordance with the section entitled Settlement Payment.

Each Party shall be responsible for its own tax liabilities arising from this Agreement. The Paying Party shall bear any sales, value-added, stamp, transfer, or similar taxes, if any, imposed on the Settlement Payment or the settlement transaction, and shall indemnify the Receiving Party against any such taxes.

The Receiving Party makes no representation to the Paying Party regarding the tax treatment of the Settlement Payment, and the Paying Party acknowledges that it has not relied on any statement of the Receiving Party in this regard.

Except as otherwise provided in this Agreement, each Party shall bear its own costs, expenses, and attorneys' fees incurred in connection with the Dispute and the negotiation, preparation, and execution of this Agreement.

Notwithstanding the foregoing, the Paying Party shall be liable for, and shall promptly reimburse, all costs, expenses, and reasonable attorneys' fees, including expert and court costs, incurred by the Receiving Party in connection with any breach of this Agreement, any Event of Default, the enforcement of this Agreement, or the obtaining, registration, or enforcement of the Stipulated Judgment, whether or not litigation is commenced.

In any proceeding to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover its reasonable costs and attorneys' fees from the non-prevailing Party, provided that where the Receiving Party prevails in whole or in part with respect to any Event of Default, it shall be deemed the prevailing Party.

All amounts payable under this Section shall be payable on demand and shall bear interest at the Default Interest Rate from the date of demand until payment.

This Agreement is a binding and enforceable contract, and either Party may enforce its terms before the competent courts designated in this Agreement, subject to the following provisions.

The Parties agree that this Agreement constitutes a settlement of disputed claims and may be filed with or submitted to any court of competent jurisdiction by the Receiving Party, as an instrument evidencing the Paying Party's undertaking to pay a liquidated sum, in support of an application for summary judgment, judgment on the pleadings, or any other expedited relief.

The Paying Party agrees that, in any proceeding brought by the Receiving Party to enforce its payment obligations, the Paying Party shall be precluded from asserting any defense relating to the merits of the Dispute or the Underlying Relationship, and that the sole issue shall be whether the Paying Party has paid the amounts due hereunder.

The Receiving Party shall be entitled to specific performance and injunctive relief to enforce the Paying Party's non-monetary obligations, including its confidentiality and non-disparagement obligations, without proof of actual damages.

The Paying Party consents to the entry of any judgment or order of a court in favor of the Receiving Party for the Outstanding Amount, and agrees that any such judgment may be enforced in any jurisdiction in which the Paying Party has assets or conducts business.

The Court retaining jurisdiction over any dismissed proceeding, if any, shall retain jurisdiction to enforce the terms of this Agreement, to the extent permitted, and the Parties shall request that any order of dismissal so provide.

The Paying Party shall not be entitled to assign, delegate, or transfer any of its obligations hereunder without the prior written consent of the Receiving Party. The Receiving Party may freely assign its rights under this Agreement and the Stipulated Judgment, in whole or in part, upon written notice to the Paying Party, and this Agreement shall bind and benefit the Parties and their respective successors and permitted assigns.

This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws principles.

Any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be submitted to the exclusive jurisdiction of the courts of [Court Jurisdiction/City], subject to the following clause.

Notwithstanding the foregoing, the Receiving Party shall be entitled, at its sole option, to bring any proceeding to enforce this Agreement or the Stipulated Judgment, or to seek interim or injunctive relief, in any other court of competent jurisdiction, including any court in which the Paying Party or its assets are located, and the Paying Party irrevocably submits to the jurisdiction of any such court.

The Paying Party irrevocably waives any objection to the laying of venue in any such court, any claim that such court is an inconvenient forum, and any right to demand a trial by jury, to the fullest extent permitted by law.

The Paying Party irrevocably appoints [Process Agent Name and Address] as its agent for service of process, and agrees that service upon such agent or by any method permitted for notices hereunder shall constitute good and sufficient service.

Before commencing any proceeding other than for payment default or injunctive relief, the Parties shall first endeavor in good faith to resolve any dispute through negotiation between senior executives for a period of [number] days following written notice of the dispute; such obligation shall not apply to, or delay, any action by the Receiving Party to enforce payment or obtain the Stipulated Judgment.

All notices, demands, and other communications under this Agreement shall be in writing, in the English language, and shall be delivered by hand, by internationally recognized courier, by registered mail, or by email with confirmation of transmission, to the addresses set forth in this Section.

Notices to the Receiving Party shall be addressed to: [Receiving Party Name], Attention: [Name/Title], Address: [Address], Email: [Email], with a copy (which shall not constitute notice) to: [Receiving Party Counsel Name and Address].

Notices to the Paying Party shall be addressed to: [Paying Party Name], Attention: [Name/Title], Address: [Address], Email: [Email], with a copy (which shall not constitute notice) to: [Paying Party Counsel Name and Address].

A notice shall be deemed received: (i) if delivered by hand or courier, upon delivery; (ii) if sent by registered mail, on the [number] Business Day after posting; and (iii) if sent by email, on the date of transmission if sent before [time] on a Business Day, and otherwise on the next Business Day, provided that no notice of non-delivery is received by the sender.

A Party may change its address for notices by giving written notice to the other Party in accordance with this Section; provided that any such change shall take effect only upon actual receipt by the other Party.

Any notice of an Event of Default or of rescission given by the Receiving Party shall also be effective if sent by any method set forth above to the last address of the Paying Party notified in accordance with this Section, and any failure by the Paying Party to update its address shall not invalidate such notice.

This Agreement, including the Recitals, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral, relating to the Dispute.

This Agreement may be amended, modified, or supplemented only by a written instrument that expressly refers to this Agreement and is signed by duly authorized representatives of both Parties.

No waiver of any provision of this Agreement, or of any breach or Event of Default, shall be effective unless made in writing and signed by the waiving Party. No waiver shall constitute a waiver of any other provision or of any subsequent breach.

No failure or delay by the Receiving Party in exercising any right, power, or remedy hereunder, and no acceptance of any late or partial payment, shall operate as a waiver thereof or of any Event of Default, nor shall it establish any course of dealing or modify the Due Dates.

Any acceptance by the Receiving Party of a partial payment shall not constitute an accord and satisfaction, and any endorsement or statement accompanying a partial payment shall be of no effect.

Each Party acknowledges that, in entering into this Agreement, it has not relied upon any statement, representation, warranty, or promise that is not expressly set forth in this Agreement.

The Parties agree that no course of performance or usage of trade shall be relevant to supplement or explain any term of this Agreement.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible and the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.

The Parties shall negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid provision that most closely achieves the economic and legal effect of the provision so replaced, provided that no such replacement shall reduce the Settlement Payment or the rights of the Receiving Party hereunder.

The provisions of this Agreement that by their nature are intended to survive, including those relating to payment, the Stipulated Judgment, confidentiality, non-disparagement, representations and warranties, costs, enforcement, and governing law, shall survive the performance, expiry, or termination of this Agreement.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means, including scanned copy or electronic signature, shall be effective as originals.

Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or fiduciary relationship between the Parties.

Except as expressly provided herein, no person other than the Parties and their permitted successors and assigns shall have any right to enforce any provision of this Agreement.

Each Party shall bear the risk of any change in circumstances, including any change in its financial condition, and no such change shall excuse or delay the performance of the Paying Party's payment obligations.