Settlement Agreement官方版Word文档下载推荐.docx

1、_乙 方：日 期：- 专业合同范本系列 下载即可用 -说明：该合同书适用于甲乙双方为明确各自的权利和义务，经友好协商签署合同，在合同期限内按照合同规定或者依照法律规定履行义务，保证权利双方合法权益不受损害，文档可下载收藏或打印使用（使用时请先阅读条款是否适用）。this settlement agreement is made this _（m,d,y）, between aaa, a corporation organized and existing under the laws of _（placename） and having its registered office at _ （

2、aaa）, and bbb, ltd., a corporation organized and existing under the laws of _（placename） and having its registered office at _ （bbb） andwhereas, in _（year）, ccc, inc., a corporation organized and existing under the laws of the state of _（placename） （ccc）, bbb, and the other shareholders of aaa, ente

3、red into the nihon ccc kk joint venture agreement, which they amended by that certain amended joint venture agreement dated _（m,d,y） （these two agreements and their incidental and related agreements shall be referred to collectively herein as the jva）;whereas, aaa and bbb entered into that certain m

4、aster distributor agreement dated _（m,d,y） （this agreement and its incidental and related agreements shall be referred to collectively herein as the mdawhereas, ccc, aaa, and bbb terminated their business relationships involving ccc computer software and other products （ccc products） arising out of

5、the jva and mda as of _（m,d,y）; andwhereas, a number of unresolved issues remain from the termination of said jva and mda and the parties desire to resolve said issues upon the terms and conditions described below.now, therefore, it is agreed as follows:section 1. confirmation. ccc terminated sales

6、of ccc products through distributors of aaa or through other distributors in _（placename） as of _（m,d,y）. the parties have discussed, confirmed, and mutually agree upon the following facts:1. as a result of bbb conveying its shares in aaa to ccc on _（m,d,y）, the jva was amicably terminated.2. the md

7、a was amicably terminated as of _（m,d,y）.3. bbb has introduced and will continue to introduce any customers it has developed pursuant to its activities under the mda to aaa or its designee and will assist in the orderly continuation of all transactions dealing with ccc products. however, aaa and its

8、 designee shall not be responsible for or assume any of bbbs liabilities （not only monetary liabilities, but service liabilities, and any and all liabilities of any type and nature） to any of bbbs customers even if aaa or its designee received an introduction to the customer from bbb and entered int

9、o a business relationship with said customer.4. pursuant to the terms and conditions of this agreement, aaa agrees to pay to bbb a sum certain to settle any claims arising out of the termination of the jva and mda, if any, and for bbbs customer list, goodwill, etc. （hereinafter referred to collectiv

10、ely as settlement proceeds）. the particular breakdown of how the settlement proceeds will be allocated among the various matters will be determined upon discussions between the parties hereto as provided in section 4 below. upon aaas payment and bbbs receipt of the settlement proceeds, each party, r

11、epresenting all of each partys respective subsidiaries, affiliated companies, directors, officers, and employees thereof, releases and forever discharges the other party, representing all of said partys subsidiaries, affiliated companies, directors, officers, and employees thereof, for all claims ar

12、ising out of or resulting from the termination of the jva and mda.5. to date bbb has purchased from ccc and retains in its current inventory a certain quantity of a ccc product called a chip bundle. the parties agree that bbb shall be entitled to continue to sell its current inventory of said chip b

13、undles in _（placename）. bbb agrees not to make additional new purchases of said chip bundles and aaa agrees 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, obligations, or liabilities arising ou

14、t of the termination of the jva and mda other than those specifically identified in this agreement.section 2. customer introduction assistance.1. bbb has disclosed and shall disclose to aaa or its designee the following information immediately after the parties execute this agreement:a. a list of al

15、l customers with whom bbb has or had business transactions under the mda;b. the contents of any contracts or maintenance agreements between bbb and any customers identified in the preceding clause;c. a list of potential customers discovered during bbbs business activities during the period from _（m,

16、d,y） to _（m,d,y） with whom bbb believes that aaa or its designee have a chance to conclude an agreement and a report on the status of all negotiations in progress.2. bbb agrees that aaa or its designee are free to conclude contracts for ccc products and other products with the persons or entities id

17、entified by bbb in the preceding clauses and bbb agrees to cooperate in such activities with aaa and its designee.3. the prior clauses notwithstanding, upon the expiration of the one （1） year term of any maintenance agreements identified in clause 1.b. of this section 2 above, aaa or its designee sh

18、all succeed to the rights of bbb under said maintenance agreements. however, aaa or its designee may propose in advance whatever terms and conditions it may require in order to succeed to said maintenance agreements. in addition, bbb agrees to cooperate with aaa or its designee in the orderly succes

19、sion of said maintenance agreements without additional compensation unless the parties mutually determine in writing in advance that bbb should receive and that aaa should pay additional compensation for any such services.section 3. settlement proceeds.1. aaa hereby recognizes that it has a duty to

20、pay to bbb as settlement proceeds the sum of _ （_）. said settlement proceeds shall be paid by wire transfer to an account designated by bbb by _（m,d,y）.2. aaa hereby agrees that it or its designee shall make payment to bbb as provided in the preceding clause. moreover, aaa agrees that it will bear t

21、he cost of the telegraphic transfer handling charges.section 4. allocation of settlement proceeds. based upon discussions between the parties regarding the customer information disclosed to aaa or its designee pursuant to section 1.4 of this agreement, the parties will decide by _（m,d,y） the particu

22、lar breakdown of how the settlement proceeds will be allocated among the various matters （the final allocation）. furthermore, in accordance with the final allocation as determined hereinabove, aaa or its designee and bbb by _（m,d,y） shall prepare and conclude a settlement agreement relating to the s

23、ale of bbbs customer list, goodwill, etc. to aaa or its designee （customer list settlement agreement） and a settlement agreement relating to jva and mda termination claims, if any （termination settlement agreement）. the settlement proceeds payable to bbb by aaa pursuant to this agreement shall be al

24、located respectively to the customer list settlement agreement and the termination settlement agreement pursuant to the final allocation determined hereinabove. if the final allocation of settlement proceeds results in an increase in any governmental taxes, duties, licenses, fees, excises, or tariff

25、s now or hereafter imposed on the payment of the settlement proceeds, such charges shall be paid by the party obligated by law to make such payment, or in lieu thereof, the party obligated by law to make such payment shall provide an exemption certificate acceptable to the other party and the applic

26、able authority. if revenue stamps are required under _（placename）ese law to be affixed to this agreement, the parties shall be required to bear the cost of such stamps for the copy in their possession. each party shall be responsible for all costs and expenses incurred on its behalf, including but n

27、ot limited to attorneys fees, related to this agreement and the negotiations and consultations leading up to the formation of this agreement.section 5. law governing. this settlement agreement shall be governed by and construed in accordance with the laws of _（placename）. the parties hereto hereby a

28、gree that any suits brought hereunder shall be brought in the tokyo district court in tokyo, _（placename）, which will have sole and exclusive jurisdiction for the first instance.section 6. attorney fees. in the event a suit or action is brought by any party under this agreement to enforce any of its

29、 terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys fees.section 7. notices. any notice under this agreement shall be in writing and shall be effective when actually delivered in person, or the next business day for notices sent by tel

30、efax and promptly confirmed in a manually signed writing, or three （3） days after being deposited in the mail, registered or certified, postage prepaid and addressed to the party at the address stated in this agreement or such other address as any party may designate by written notice to the other.s

31、ection 8. waiver. failure of any party at any time to require performance of any provision of this agreement shall not limit the partys right to enforce the provision, nor shall any waiver of any breach of any provision be a waiver of any succeeding breach of any provision or a waiver of the provision itself for any other provision.section 9. assignment. except as otherwise provided within this agreement, neither party hereto