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# Disgorgement Agreement
**This Disgorgement Agreement (the "Agreement") is entered into as of [Date], by and between [Party A Name], a [State of Incorporation/Formation] [corporation/limited liability company/individual] ("Disgorging Party"), and [Party B Name], a [State of Incorporation/Formation] [corporation/limited liability company/individual] ("Receiving Party").**
## Recitals
WHEREAS, the Disgorging Party has received certain profits, funds, or benefits that are deemed to be unjust enrichment as a result of [specific circumstances or actions leading to disgorgement] (the “Disgorged Amount”);
WHEREAS, the Receiving Party has incurred losses or damages due to the Disgorging Party's actions, and the Disgorging Party agrees to return the Disgorged Amount to the Receiving Party;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
## 1. Disgorgement
1.1 **Payment**
The Disgorging Party agrees to pay the Receiving Party the total amount of [Disgorged Amount in words and figures] (the “Disgorgement Payment”).
1.2 **Method of Payment**
The Disgorgement Payment shall be made via [method of payment, e.g., bank transfer, check] to the Receiving Party's designated account or address no later than [Payment Due Date].
## 2. Release
2.1 **Release of Claims**
Upon receipt of the full Disgorgement Payment, the Receiving Party hereby releases and forever discharges the Disgorging Party from any and all claims, demands, liabilities, or causes of action that the Receiving Party may have against the Disgorging Party arising out of or related to the Disgorged Amount.
## 3. Confidentiality
The parties agree that the terms of this Agreement shall remain confidential and shall not be disclosed to any third parties, except as necessary to enforce this Agreement or as required by law.
## 4. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
## 5. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, agreements, or understandings regarding the subject matter hereof.
## 6. Amendments
No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.
## 7. Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Disgorgement Agreement as of the date first above written.
**[Disgorging Party]**
By: _______________________________
Name: [Name of Signatory]
Title: [Title of Signatory]
Date: _____________________________
**[Receiving Party]**
By: _______________________________
Name: [Name of Signatory]
Title: [Title of Signatory]
Date: _____________________________
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This template provides a basic structure for a disgorgement agreement. Be sure to customize it to fit the specific needs of the parties involved and seek legal counsel as necessary.