SAMPLE SETTLEMENT TEMPLATE

SAMPLE SETTLEMENT TEMPLATE – ODRA PROTEST

**FEDERAL AVIATION ADMINISTRATION*Office of Dispute Resolution for Acquisition***

**SETTLEMENT AGREEMENT**

**Protest of _________**

**ODRA Docket 1_-ODRA-00____**

This SETTLEMENT AGREEMENT is entered into this ____ day of ____, 20__, by and between ____________  (“Protester”), and the Federal Aviation Administration (“FAA”), for themselves, their officers, directors, executives, managers, employees, agents, attorneys, divisions, related and subsidiary entities, affiliates, successors and assigns (all of whom are collectively referred to as the "parties").

WHEREAS, Protester filed a protest (“Protest”) with the FAA Office of Dispute Resolution for Acquisition ("ODRA") on _____, 201__ against the award to ___________ under Solicitation Number DTF___-1__-R-______ for _______ (“Solicitation”); and 

WHEREAS, the Protest was docketed by the ODRA as Docket No. 1__-ODRA-00____; and

WHEREAS, the parties agreed to attempt to resolve the Protest by means of alternative dispute resolution ("ADR") techniques with the assistance of an ADR neutral; and

WHEREAS, the parties were successful in achieving a full and complete settlement of the Protest through ADR and wish to commit the terms of their settlement to writing; and,

WHEREAS, each party enters into the settlement freely and voluntarily.

NOW THEREFORE, in consideration of the premises and mutual promises contained herein, the parties agree as follows:

1. NO ADMISSION OF LIABILITY. Neither this Settlement Agreement nor anything contained within it shall be admissible in any proceeding as evidence of liability or wrongdoing on the part of either party. However, this Settlement Agreement may be introduced in any proceeding instituted to enforce its terms, pursuant to an order protecting its confidentiality.

2. SETTLEMENT TERMS AND DISMISSAL.  In compromise and settlement of the Protest, the Protester agrees that, in consideration for the actions set forth in Attachment A of this Settlement Agreement, it will file a request to dismiss ODRA Docket No. __-ODRA-00___ with prejudice. Protester will file its request to dismiss the Protest within two days of final execution of this Settlement Agreement. 

3. RELEASE OF ALL CLAIMS AND PROTEST RIGHTS. In consideration for the  faithful performance of the terms of this Settlement Agreement, the Protester, for itself, its successors, assigns, suppliers and subcontractors (at any tier), hereby relinquishes, waives, releases, acquits and forever discharges the FAA of and from any and all protests, claims, disputes, actions, charges, contractual obligations, complaints, causes of action, rights, demands, debts, damages, or accountings of whatever nature, at law or in equity, known or unknown, asserted or not asserted, which the Protester may have now or may have in the future against the FAA arising out of or relating to the Solicitation and the contract subsequently awarded to _________ under the Solicitation.  This release includes all actions or events that occurred prior to the date of this Settlement Agreement, whether or not submitted or identified as such, including without limitation the aforesaid Protest, and any claims (including statutorily based claims) for interest, attorneys' fees and costs incurred in connection the Protest. 

4. BINDING EFFECT. This Settlement Agreement shall be binding upon and inure to the benefit of the parties' respective heirs, successors, assigns and representatives.

5. NON-ASSIGNMENT. A party's rights under this Settlement Agreement may not be assigned without the express written consent of the other party, which consent may be given only in accordance with applicable law and regulation.

6. ADDITIONAL DOCUMENTS. The parties agree to execute whatever other additional documents as may be reasonably necessary to carry out the terms, conditions and obligations of this Settlement Agreement.

7. INTEGRATION. This Settlement Agreement is entered into by each of the parties without reliance upon any statement, representation, promise, inducement, or agreement not expressly contained herein. This Settlement Agreement constitutes the entire agreement between the parties concerning the aforesaid settlement and release of claims.

8. SEVERABILITY. If any portions of this Settlement Agreement are held invalid and unenforceable, all remaining portions shall nevertheless remain valid and enforceable, to the extent they can be given effect without the invalid portions.

9. NEGOTIATED TRANSACTION. Each of the parties has participated in the drafting and negotiation of this Settlement Agreement. Accordingly, for all purposes, this Settlement Agreement shall be deemed to have been drafted jointly by the parties.

10. COUNTERPARTS. This Settlement Agreement may be executed in any number of copies, each of which shall be deemed a counterpart original.

12. REPRESENTATION OF AUTHORITY. Each person signing this Settlement Agreement hereby represents and warrants that he or she has the authority to bind the entity on behalf of which he or she has signed.

IN WITNESS WHEREOF, the parties hereto have executed this Settlement Agreement on the date written above.

FEDERAL AVIATION ADMINISTRATION    _____________________

By _________________________By ___________________________

      Contracting Officer

**Protest of __________________**

**ODRA Docket 1__-ODRA-00____**

**ADR SETTLEMENT AGREEMENTATTACHMENT A**

As referenced in Paragraph 2 of this Settlement Agreement, the Parties hereby agree to the following terms:

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