document

I. AUTHORITY

a. The authority to participate in this process and to resolve these issues has been vested in the Partiesí Representatives - for XYZ, ____________________, and for the Government, ______________________.

b. By signing this Agreement, the Parties agree their mutual objective is to reach a settlement of all covered issues. As such, the settlement process is still subject to all applicable acquisition rules and regulations.

c. Any settlement reached by the Parties Representatives will be subject to approval by ______________________________________________________.

d. The Parties recognize that at some point in the future it may be necessary to engage the services of an independent third party to assist in the resolution of the issues in controversy listed above. Any use of an independent third party to assist in the resolution of these issues will be subject to mutual agreement of the Parties and the subject of a separate agreement, addressing costs, authority and other related topics.

II. PROCEEDINGS TO ADDRESS ISSUES

a. On ______________, the Representatives shall meet to develop a tentative settlement schedule. The discussions shall be informal and structured to the extent necessary to allow coherent consideration of the issues and to ensure that both entitlement and quantum are addressed regarding the issues in controversy listed above.

b. Consistent with FAR 15.406.2, XYZ shall have an obligation to submit certified cost or pricing data in support of its proposals current as of the date of the agreement on price of any settlement.

c. XYZ shall submit any certifications that may be required by FAR and DFARS.

III. SETTLEMENT MEETINGS

The Parties agree to exert their best efforts, meet as stipulated to a schedule to be agreed upon, and engage in good faith settlement discussions with a goal of achieving agreement by______________________.

IV. COSTS

Each Party agrees that it will fund all necessary fees and expenses of its representative. XYZ may allocate its costs to Government contracts in accordance with its Cost Accounting Standards (CAS) disclosure statement. Allowability of such costs will be governed by the terms of the individual contract to which those costs are allocated.

V. CONFIDENTIALITY

a. Any written or oral information exchanged: (1) between the Parties; or (2) between the Representatives during the ADR proceeding and in furtherance of the ADR process are for settlement purposes only and are confidential pursuant to Rule 408 of the Federal Rules of Evidence and as set forth in 5 U.S.C. ß 574(a) (to the extent an independent third party is used), (b) and (c), which shall apply in full to all such exchanges of information. The disclosure of any report, document, or information does not constitute a waiver of any applicable privilege. Both Parties to the Agreement reserve the right to contest the assertion of any privilege by the other Party to the Agreement, but will not argue that the disclosing Party, by virtue of the disclosures it makes pursuant to this Agreement, has waived any applicable privilege.

b. Consistent with section 5.(a) above, the Parties agree that neither Party shall disclose any statement made in connection with settlement discussions, nor any document created or exchanged in connection with the settlement discussions, unless compelled to do so by law or court order. The Parties further agree that neither may use, for any purpose, any statement made during these settlement discussions, nor any document created or exchanged in connection therewith.

c. The Parties agree that if a settlement is reached, any information may be used within the Partiesí organization to explain and document the contract modification or documentation embodying the settlement. The Parties further agree that the settlement Agreement itself will not be confidential. Evidence otherwise admissible or discoverable shall not be rendered inadmissible or undiscoverable because of its use in this ADR proceeding.

VI. PAYMENT OF FUNDS TO RESOLVE ISSUES IN CONTROVERSY

Should a net monetary settlement be agreed to which requires payment by the Government, the Government agrees to exercise its best efforts to obtain such funds including any interest thereon, as rapidly as possible. XYZ recognizes that any settlement is contingent upon the availability of funds. Interest on amounts, if any, found due XYZ from the Government and interest on amounts found due the Government from XYZ shall be computed in accordance with applicable FAR or statutory provisions.

VII. MODIFICATION

The Parties may modify this Agreement at any time by mutual consent. The dates set forth herein are subject to adjustment for the convenience of either Party upon reasonable notice to the other Party.

VIII. TERMINATION

a. Except as provided below, this Agreement shall remain in effect until the Parties reach a definitized settlement and have executed a bilateral contract modification fully resolving the issues encompassed within this Agreement.

b. Either Party may terminate this Agreement for any reason upon written notice to the other Party. Upon such termination, each Party or other person subject to the terms of this Agreement shall be under an obligation to return or destroy all documents and copies received from the other Party, provided, however, each Party may retain one (1) copy solely for reference in the event of a dispute over the use or dissemination of information.

The undersigned, representing that they have authority to do so, commit their respective Parties to this Agreement.

_________________________________ Date: _______________

XYZ Corporation

_________________________________ Date: _______________

United States Government