Litigation Agreement - Download Free Template

LITIGATION AGREEMENT

This Litigation Agreement (“Agreement”) is effective as of [DATE],

BETWEEN: [FIRST PARTY NAME] (the "First Party"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]

AND: [SECOND PARTY NAME] (the "Second Party"), an individual with its main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

WHEREAS, the Parties have entered into a Litigation Agreement with each other to [SPECIFY PURPOSE] on [EFFECTIVE DATE];

WHEREAS, this Agreement shall define the rights and duties of each Party in connection with the ongoing Litigation;

WHEREAS, the Parties wish to evidence their contract in writing;

WHEREAS, the Parties are duly authorized and have the capacity to enter into and perform this Contract;

WHEREAS, the Parties affirm to understand all the provisions contained in this Agreement, and in case either Party requires clarification as to one or more of the provisions contained herein, either Party has requested clarification or otherwise sought guidance.

NOW THEREFORE in consideration and as a condition of both Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows:

INDEMNIFICATION

The First Party

agrees that, to the maximum extent permitted by applicable law (but subject to the limitations set forth herein), it shall indemnify, defend and hold harmless the other

art

, its affiliates, and each of their respective directors, officers, partners, shareholders, members, employees, agents (including counsel, auditors, accountants, and advisors), heirs, successors, predecessors, and assigns (collectively, “Indemnified Parties”) from, against and in respect of and shall reimburse the amount of any loss, liability, damage, judgment, civil fine and penalty, expense, including reasonable costs of investigation and

defence

and reasonable attorneys’ fees and expenses, including such fees and expenses at trial and on any appeal (collectively, “Losses”), suffered or incurred by, and any Proceeding against, any

of the Indemnified Parties arising out of or resulting from (i) the Litigation or (ii) any breach of any representation, warranty or covenant by

the First Party

contained in this Agreement.

PAYMENT

Both Parties

intend to be responsible for one-half of the costs and attorney fees incurred in Litigation and to be responsible for one-half of any Loss suffered or incurred by either

Party

or any of their affiliates in connection with the Litigation. To effectuate this intention,

the

First Party

agrees that, to the maximum extent permitted by applicable law (but subject to the limitations set forth herein), it shall indemnify, defend and hold harmless each of the Indemnified Parties from, against and in respect of and shall reimburse the amount of any Loss suffered or incurred by, and any Proceeding against, any of the Indemnified Parties arising out of or resulting from the

Litigation.

The

First Party

shall have no liability or responsibility in respect of any non-monetary Losses suffered or incurred by any Indemnified Party, including injunctive relief.

The Second Party

agree

that, to the maximum extent permitted by applicable law (but subject to the limitations set forth herein),

shall indemnify, defend and hold harmless, jointly and severally, each of

the

First Party

Indemnified Parties from, against and in respect of

and shall reimburse the amount of any Loss suffered or incurred by, and any Proceeding against, any of the

First Party

Indemnified Parties arising out of or resulting from the Litigation

REPRESENTATION OF THE PARTIES

This Agreement in all respects has been voluntarily and knowingly executed by such Party and is the legal, valid and binding obligation of such Party.

Such Party has the full power and authority to enter into this Agreement and per

form its obligations hereunder.

The execution, delivery and performance of this Agreement by such Party are not prohibited by and do not violate or conflict with or require any consent or approval with respect to (i) such Party’s organizational documents, (ii) any order, writ, injunction, decree or judgment of any Governmental Body, (iii) any material contract or

agreement to which such Party is a party or by which it is bound, or (iv) any law, rule or regulation applicable to such Party.

Such Party has had an opportunity to seek and has sought independent legal advice from attorneys of its choice and other advice from such accountants and other professionals as it deems appropriate, in each case with respect to the advisability of executing this Agreement, and such Party has carefully read this Agreement and has made such investigation of the facts pertaining to this Agreement as it deems necessary.

CONTROL OF LITIGATION

First Party

shall have the exclusive right to manage, direct, and control the Litigation

The Second

Party

shall not have the authority without the express prior written consent of

the

First Party

Indemnified Parties, not to unreasonably

withhold or delay

, to file any pleading, make any admission, accept any finding of fact or enter into any settlement regarding the Litigation which provides that the conduct or behavior of

the

First Party

Indemnified Parties

constitutes gross negligence, willful misconduct, intentional failure to perform a duty or reckless disregard of the consequences of such conduct or behavior.

INTEGRATION AND MODIFICATION

This Agreement shall

integrate all the terms and conditions mentioned in or incide

ntal to this

Agreement and

supersede all prior negotiations and all prior oral or written representations, understandings, promises, commitments, and agreements between the Parties or any of their affiliates with respect to the subject matter hereof.

The Parties agree, each on behalf of

themselves

and

their

affiliates, that no representation, understanding, promise, commitment or agreement relating to the subject matter hereof shall be enforceable against any Party or its affiliates unless it is contained in this Agreement.

No term of this Agreement may be amended, waived, or otherwise modified except in writing signed by both Parties.

BINDING EFFECT; SUCCESSORS AND ASSIGNS

Neither Party shall assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party. Subject to the foregoing, (i) this Agreement and all the terms and provisions hereof shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns, and (ii) each Party shall require any entity

(

or entit

ies) that, as a result of any

merger, purchase of assets, reorganization or other transaction, acquires or succeeds to all or substantially all of the business or assets of such Party (or any one or more of them) to assume expressly the obligations of such Party under this Agreement

pursuant to a written assumption agreement in form and substance reasonably satisfactory to the other Party.

CONFIDENTIALITY

The Parties intend this Agreement to be and remain strictly confidential, with the limited exceptions set forth in this

provision

. Evidence of this Agreement shall not be disclosed in discovery, in testimony or in evidence in any Proceeding, except as required by law or judicial process or as necessary to enforce the terms of this Agreement or to the extent the terms of this Agreement are no longer confidential. Each of the Parties agrees not to disclose, publicize, or cause to be disclosed or publicized in any manner, directly or indirectly, any of the confidential terms and conditions of this Agreement, except

to its accountants, auditors, financial advisors, and attorneys, provided such persons are informed of this co

nfidentiality requirement;

to state and fe

deral tax authorities;

as legally required by applicable law or judicial process or by stock exchange rules and regulations, and in this regard

each Party shall have the right to disclose the existence and nature of this Agreement in its filings with the

regulatory authorities; or

with the prior written consent of the other Party.

NO WAIVER

Failure to insist on compliance with any term or provision contained in this Agreement shall not be deemed a waiver of that term or provision, nor shall any waiver or relinquishment of any right or power contained in this Agreement at any one time or more times be deemed a waiver or relinquishment of any right or power at any other time or times.

FORCE MAJEURE

The

Parties

shall have no liability to

each other

under this

greement if

they are

prevented from or delayed in performing

their

obligations under this

greement, or from carrying on

their

business, by acts, events, omissions or accidents beyond

their

reasonable control, including, without limitation, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, provided that the

other

arty

is notified of such an event and its expected duration.

GOVERNING LAW AND JURISDICTION

This

greement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of

[

STATE/PROVINCE

The

arties irrevocably agree that the courts of

[State/Province

]

have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this

greement or its subject matter or formation (including non-contractual disputes or claims).

EFFECTIVE DATE

The

ffective

ate of this

greement will be the date when

it has

been executed by

the Parties

SEVERABILITY

If any provision (or part of a provision) of this

greement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the

arties.

ENTIRE AGREEMENT

This

greement, and any documents referred to in it, constitute the whole

greement between the

arties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

Each of the

arties acknowledges and agrees that in entering into this

greement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this

greement or not) relating to the subject matter of this

greement, other than as expressly set out in this

greement.

IN WITNESS WHEREOF, the Parties have executed this Agreement on [DATE].

FIRST PARTY SECOND PARTY

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

Litigation Agreement - Download Free Template Litigation Agreement - Download Free Template

Litigation Agreement - Download Free Template