SettlementAgreement-合同范本模板

1、Settleme ntAgreeme ntthis Settlement Agreement is madethis (m,d,y), between aaa,acorpo rati onorga ni zed and exist ingun derthe(p lace name) and hav ing its registered (aaa ), and bbb, ltd., a corpora tion organized laws of (pl ace name) and hav ing its( bbb ) andwhereas, in(year), ccc, in c., a co

2、rpo ratio n orga ni zed andexisti ng un der the laws of the state of(p lace name) ( ccc'),bbb, and the other shareholders of aaa, entered into the nihon ccc kk joint ven ture agreeme nt, which they ame ndedby that certa in ame nded jointventure agreement dated (m,d,y) (these two agreements and t

3、heirincidentaland related agreements shall be referred to collectivelyhere in as the jva ');whereas, aaa and bbb en tered into that certa in master distributoroffice atand exist ing registeredlaws ofun der theoffice atagreeme nt dated(m,d,y) (this agreeme nt and its in cide ntal andrelatedagreem

4、ents shall be referred to collectively herein as the mda );whereas, ccc, aaa, and bbb term in ated their bus in ess relati onships involving ccc puter software and other products( ccc products ')aris ing out of the jva and mda as of(m,d,y); andwhereas, a nu mber of un resolved issues remai n fro

5、m the term in ati on of said jva and mda and the p arties desire to resolve said issues upon the terms and con diti ons described below.now, therefore, it is agreed as follows: sect iondistributorsas of1. confirmation. ccc terminated sales of ccc products throughof aaa or through other distributors

6、in (p lace name)(m,d,y). the p artieshave discussed, con firmed, andmutually agree upon the followi ng facts:1. as a result of bbb conveying its shares in aaa to ccc on(m,d,y), the jva was amicably termi nated.2. the mda was amicably termi nated as of(m,d,y).3. bbb has in troduced and will continue

7、to in troduce any customers it has devel oped pu rsua nt to its activities un der the mda to aaa or itsdesig nee and will assist in the orderly con ti nu ati onof all tran sacti onsdeali ng with ccc p roducts. however, aaa and its desig nee shall not be responsible for or assume any of bbb ' s l

8、iabilities (not only monetary liabilities, but service liabilities, and any and all liabilities of any type and n ature) to any of bbb ' s customers eve n if aaa or its desig nee received an in troduct ion to the customer from bbb and en tered into a bus in ess relati onship with said customer.4

9、. pursuant to the terms and conditions of this agreement, aaa agrees to pay to bbb a sum certa in to settle any claims aris ing out of the termination of the jva and mda, if any, and for bbb' s customer list,goodwill, etc. (here in after referred to collectively as settleme ntproceeds ' ). t

10、he particularbreakdown of howthe settlement proceeds willbe allocated amongthe various matters will be determined upon discussions betwee n the p arties hereto as pro vided in section 4 below. upon aaa'officers,p arty,rep rese ntingpani es,directors, officers,arising out of or resultingfromof th

11、e settlementproceeds, each party,'s respective subsidiaries, affiliatedand empioyees thereof,releases and foreverall ofpayment and bbb' s receipt rep rese nti ng all of each p arty panies, directors,saidparty ' sand empioyees the term in ati ondischarges the other subsidiaries, affiliate

12、d thereof, for all claims of the jva and mda.5. to date bbb has pu rchased from ccc and reta ins in its curre nt inventory a certain quantity of a ccc product called a chip bundle '.the p arties agree that bbb shall be en titled to continue to sell its curre nt inven toryof said chip bun dles in

13、 (pl ace name). bbbagrees not to make additi onal newpu rchases of said chip bun dlesand aaaagrees not to purchase and will not allow ccc to purchase any chip bundles from bbb.6. the parties hereto agree that as between them there are no claims, debts, obligati ons, or liabilities aris ing out of th

14、e term in atio n of the jva and mda other tha n those sp ecifically ide ntified in this agreeme nt.sect ion 2. customer in troduct ion assista nee.1. bbb has disclosed and shall disclose to aaa or its desig nee the follow ingin formatio nimmediately after the p arties execute thisagreeme nt:a. a lis

15、t of allcustomers with whom bbb has or had bus in ess tran sacti ons un der the mda;b. the contents of any con tracts or maintenance agreeme nts betwee n bbb and any customers ide ntified in the p reced ing clause; andc. a list of poten tial customers discoveredduri ng bbb ' s bus in essactiviti

16、es duri ng the p eriod from(m,d,y) to(m,d,y)with whombbb believes that aaa or its desig nee have a cha nee to con clude an agreement and a report on the status of all negotiations in progress.2. bbb agrees that aaa or its desig nee are free to con clude con tracts for ccc products and other products

17、 with the persons or entities iden tified by bbb in the p recedi ng clauses and bbb agrees to coop eratein such activities with aaa and its desig nee.3. the prior clauses notwithstanding,upon the expiration of the oneof this(1) year term of any maintenance agreements identifiedin clausein orderand t

18、hatsecti on 2 above, aaa or its desig nee shall succeed to the rights of bbb un der said maintenance agreeme nts. however, aaa or its desig nee may propose in advanee whatever terms and conditions it may require to succeed to said maintenance agreeme nts. in additi on, bbb agrees to coop erate with

19、aaa or its desig nee in the orderly successi on of said maintenance agreeme nts without additi onal pen sati on uni ess the p arties mutually determine in writing in advanee that bbb should receive aaa should pay additi onal pen sati on for any such services.sect ion 3. settleme nt p roceeds.1. aaa

20、hereby recognizes that it has a duty to pay to bbb as settlement proceeds the sumofsaid settlement proceeds shallbe paidby wire transfer to an accountdesignated by bbb by(m,d,y).(1) (2) (3) (4) (5)2. aaa hereby agrees that it or its desig nee shall make p ayme nt to bbb as provided in the preceding

21、clause. moreover, aaa agrees that it will bear the cost of the telegra phic tran sfer han dli ng charges.sect ion 4. allocati on of settleme nt p roceeds. based upon discussi ons betwee n the p arties regard ing the customer in formatio n disclosed to aaa or its desig nee pu rsua nt to secti on of t

22、his agreeme nt, the p arties will decide by(m,d,y) the particularbreakdown of how the settlementproceeds will be allocated among the various matters (the final allocation ' ). furthermore, in accordanee with the final allocation as determ ined here in above, aaa or its desig nee and bbb by(m,d,y

23、)shall prepare and con clude a Settleme nt Agreeme nt relat ing to the sale of bbb s customer list, goodwill, etc. to aaa or its desig nee ( customer list Settlement Agreement' ) and a Settlement Agreement relating to jvaand mdatermi natio n claims, if any ( term in ati on Settleme nt Agreeme nt

24、'). the settlement proceeds payable to bbb by aaa pursuant to this agreement shall be allocated respectivelyto the customer list Settlement Agreementand the term in ati onSettleme nt Agreeme nt pu rsua nt to the final allocati ondeterm ined here in above. if the final allocatio n of settleme nt

25、p roceeds results in an in crease in any gover nmen tal taxes, duties, lice nses, fees, excises,or tariffsnow or hereafter imposed on the payment of thesettleme nt p roceeds, such charges shall be p aid by the p arty obligated by law to make such p ayme nt, or in lieu thereof, the party obligated by

26、 law to makesuch p ayme nt shall pro vide an exe mp ti on certificateacce ptableto the other party and the app licable authority. if reve nue sta mps are requiredunder (placename)ese law to be affixed to thisagreeme nt, the p artiesshall be required to bear the cost of such sta mpsfor the copy in th

27、eir possession. each party shall be responsible for all costs and expen ses in curred on its behalf, in clud ing but not limited to attorneysfees, related to this agreement and the negotiations andcon sultatio ns lead ing up to the formati on of this agreeme nt.sect ion 5. law gover ning. this Settl

28、eme nt Agreeme nt shall be gover nedby and con strued in accorda nee with the laws of (pl ace name). thep arties hereto hereby agree that any suits brought here un der shall be brought in the tokyo district court in tokyo, (p lace name), whichwill have sole and exclusive jurisdict ion for the first

29、in sta nee.sect ion 6. attor ney fees. in the eve nt a suit or action is broughtby any p arty un der this agreeme nt to en force any of its terms, or in anyappeal therefrom, it is agreed that the prevailingparty shall be entitledto reas on able attor neys fees.secti on 7. no tices. any no tice un de

30、r this agreeme nt shall be inwriting and shall be effective when actually delivered in person, or the n ext bus in ess day for no tices sent by telefax and promp tly con firmed ina manually signed writing, or three (3) days after being deposited in the mail, registered or certified,p ostage prep aid

31、 and addressed to the partyat the address stated in this agreement or such other address as any party may desig nate by writte n no tice to the other.party at any time to require agreement shall not limit the nor shall any waiver of any breachsecti on 8. waiver. failure of anyperformanee of any prov

32、isionof thisparty ' s right to enforce the provision, of any pro visi on be a waiver of any succeedi ng breach of any pro visi on or a waiver of the pro visi on itself for any other pro visi on.secti on 9. assig nment. exce pt as otherwise pro vided with in this agreeme nt, n either p arty heret

33、o may tran sfer or assig n this agreeme nt without p rior writte n consent of the other p arty.secti on 10. p resu mp ti on. this agreeme nt or any pro visi on thereofshall not be construed against any party due to the fact that said agreeme nt or any pro visi on thereof was drafted by said p arty.s

34、ect ion 11. titles and cap ti ons. all article, sect ion and p aragra phtitles or cap ti ons contained in this agreeme nt are for convenience only and shall not be deemed part of the con text nor affect the interp retati on of this agreeme nt.sect ion 12. pronouns and plu rals. all pronouns and any

35、variati ons thereof shall be deemed to refer to the masculi ne, feminine, n euter,sin gular or plural as the ide ntity of the person or persons may require. secti on 13. en tire agreeme nt. this agreeme nt contains the en tireun dersta nding betwee n and among the p arties and sup ersedes any p rior

36、 un dersta ndings and agreeme nts among them res pecting the subject matter of this agreeme nt.sect ion 14. agreeme nt binding. this agreeme nt shall be binding uponthe heirs, executors,administrators,successors and assigns of thep arties hereto.secti on 15. further action. the p arties hereto shall execute anddeliver all docume nts, pro vide all