Sample Settlement Agreement
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT is dated this [Insert Date] (the “Effective Date”) by and between [Insert Name] with offices at [Insert Address] (“Petitioner”) and [Insert Name] with offices at [Insert Address] (“Registrant”).
WITNESSETH:
WHEREAS, Registrant is the owner of U.S. Trademark Registrant No. [Insert No.] for the mark [Insert Mark] for [Insert Goods] (the ‘Registration”);
WHEREAS, Petitioner is the owner of the following trademark [Insert Petitioner Trademark] for [Insert Petitioner Goods] and domain name [Insert Petitioner Domain Name];
WHEREAS, Petitioner filed a U.S. Trademark application, S/N [Insert Serial No.] for Petitioner’s Trademark (“Petitioner’s Trademark Application”) and has obtained the following URL for Petitioner’s Domain Name [Insert Petitioners Domain Name];
WHEREAS, Petitioner commenced Cancellation No. ([Insert No.] on [Insert Date] in the U.S. Patent & Trademark Office seeking to cancel the Registration (the “Proceeding”).
WHEREAS, Registrant denies all of Petitioner’s allegations.
WHEREAS, Petitioner and Registrant have agreed that, to avoid additional expense and the uncertainty of litigation, it is in their respective best interests to enter into this Agreement to settle and resolve all outstanding claims in the Proceeding by way of compromise and without any admission by any party.
NOW, THEREFORE, in consideration of the mutual obligations of each Party, the Parties agree as follows:
1.	Petitioner’s Use of Use of Petitioner’s Trademark and Petitioner’s Domain Name. Registrant agrees that it shall not object to or contest Petitioner’s right to use and register Petitioner’s Trademark as stated in Petitioner’s Trademark Application and Petitioner’s Domain Name and will provide Petitioner with any consents or agreements reasonably required to register Petitioner’s Trademark with the USPTO or any state trademark office. Registrant reserves the right, however, to object to Petitioner’s use of any other trademark or domain name if that use is not in compliance with any of the terms of this Agreement. Registrant further reserves the right to object to Petitioner and/or EB’s use of the Domain Names if they are used in connection with other marks, terms, designs, logos or other identifiers which Registrant believes violate its intellectual property rights.
2.	Non-Disparagement. Beginning with the effective date of this Agreement, each party to this agreement, along with its agents and attorneys, agrees to refrain from making disparaging or defamatory statements, oral or written, regarding the other party to this Agreement (including, but not limited to, its officers, directors, employees, representatives and agents) in connection with the issues involved in the Proceeding or any related matters.
3.	Dismissal of the Proceeding Without Prejudice. Concurrent with execution of this Agreement, the parties shall stipulate to the dismissal without prejudice of the Proceeding. The stipulation for dismissal to be executed by the parties shall be in the form attached as Exhibit A to this agreement. While this dismissal shall be without prejudice, as long as Registrant remains in compliance with this agreement, Petitioner shall not challenge or contest Registration No. [Insert No.] in any manner, including, but not limited to, the filing of a cancellation petition with the United States Patent and Trademark Office.
4.	Fees, Costs, and Expenses. Each party is to bear its own attorneys’ fees, costs, and expenses in the Proceeding and its settlement.
5.	Mutual Release. Except for compliance with the obligations set forth in this Agreement, the parties release and forever discharge each other, their successors, heirs, personal representatives, servants, insurers, attorneys, and agents from any claims, demands or damages, known or unknown, whether at law or equity, which they now have as a result of or arising out of any claim which was raised or which could have been raised by the parties to this Agreement in the Proceeding.
6.	Representations and Warranties. Each of the parties represents, warrants and agrees as follows: 
a.	Independent Legal Advice. Each party has received independent legal advice from its attorneys with respect to the advisability of entering into and executing this Agreement.
b.	Authorized to Execute. Each party has full power and authority to execute, deliver and perform this Agreement, and each of them has taken all necessary steps for the execution and delivery of this Agreement.
c.	No Previous Assignment. No party has previously assigned, transferred, granted, or purported to assign, transfer, or grant any of the claims, demands, causes of action, suits, controversies, liabilities or obligations released by this Agreement.
7.	Successors and Transferees. This Agreement shall be binding upon and inure to the benefit of each of the parties’ successors, assigns, heirs, and transferees.
8.	Counterparts. This Agreement may be executed in counterparts and shall be fully executed by all parties.
9.	Headings. The headings and subheadings contained in this Agreement are for convenience only and shall not control or effect the meaning, construction, or interpretation of any provision of the Agreement.
10.	Governing Law. This Agreement shall be construed in accordance with the laws of the State of [Insert State].
11.	Entire Agreement. This Agreement constitutes the full and complete understanding and agreement of the parties with respect to the subjected matter covered in it. No addition, deletion or amendment shall have any force or effect, except as mutually agreed to in a writing signed by all of the parties.

	Registrant	
	By: ____________________	
	Name: _________________	
	Title: __________________	
	Date: __________________	
Sworn & Subscribed to before me this day of [Date]
________________________
Notary Public
	Petitioner	
	By: ____________________	
	Name: _________________	
	Title: __________________	
	Date: __________________	
Sworn & Subscribed to before me this day of [Date]
________________________
Notary Public

Exhibit A
IN THE UNITED STATES PATENT AND TRADEMARK 
OFFICE BEFORE THE TRADEMARK TRIAL 
AND APPEAL BOARD
			
[Insert Name]	)		
	)		
	Petitoner,	)	Registration No.:	
	)		
	v.	)	Cancellation No.:	
	)		
[Insert Name]	)		
	)		
Registrant	)		
Commissioner for Trademarks
Trademark Trial and Appeal Board
P.O. Box 1451
Alexandria, VA 22313-1451
JOINT STIPULATION OF DISMISSAL WITHOUT PREJUDICE
The parties, by and through counsel, hereby stipulate pursuant to FRCP 41 to the dismissal without prejudice of this proceeding and all claims asserted herein.
DATED: [Insert Date]
Attorney for Petitioner	Attorney for Registrant	
By:_________________________	By:__________________________	
Name:	Name:	
Firm:	Firm:	
Address:	Address: