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1. Parties: Identification and details of all parties to the agreement
2. Background/Recitals: Context of the dispute or circumstances leading to the settlement
3. Definitions: Key terms used throughout the agreement
4. Settlement Terms: The specific terms of settlement, including any payments
5. Release and Waiver: The scope of claims being waived and released
6. Confidentiality: Obligations regarding confidentiality of the settlement
7. Non-Admission: Statement that settlement does not constitute admission of liability
8. Governing Law: Specification of applicable law and jurisdiction
1. Tax Indemnity: Tax-related provisions and indemnities for settlements involving taxable payments
2. Non-Disparagement: Mutual obligations not to make negative statements, typically used in high-profile or sensitive settlements
3. Future Cooperation: Obligations regarding future assistance or testimony when ongoing proceedings or investigations exist
4. Return of Property: Provisions for returning company property or documents in employment-related settlements
5. Non-Compete/Non-Solicit: Restrictions on future business activities in commercial or employment settlements
1. Schedule of Claims: Detailed list of claims being settled and waived
2. Payment Schedule: Details of settlement payment amounts and timing
3. Certificate of Independent Legal Advice: Confirmation of legal advice received by parties
4. List of Company Property: Inventory of items to be returned if applicable to the settlement
Claim
Confidential Information
Effective Date
Released Claims
Released Parties
Releasing Parties
Settlement Amount
Settlement Payment
Dispute
Parties
Consideration
Related Persons
Representatives
Background Matter
Completion Date
Disclosure
Legal Costs
Losses
Material Breach
Payment Date
Professional Advisers
Relevant Period
Subject Matter
Tax
Third Party Rights
Working Day
Confidentiality Obligations
Non-Disparagement Obligations
Surviving Provisions
Waiver
Settlement Payments
Confidentiality
Non-Admission
Warranties
Tax Indemnity
Non-Disparagement
Future Cooperation
Return of Property
Independent Legal Advice
Entire Agreement
Severability
Amendment
Assignment
Third Party Rights
Notices
Costs
Further Assurance
Counterparts
Governing Law
Jurisdiction
Authority to Execute
Binding Effect
Representations
Time of Essence
Force Majeure
Variation
Non-Solicitation
Continuing Obligations
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