This SETTLEMENT AGREEMENT is by and between New England Mountain Bike
Association, Inc. (NEMBA), a Massachusetts nonprofit charitable corporation, and White Mountains Bike Coalition (WMBC), a New Hampshire nonprofit charitable corporation, each a Party and together the Parties, and is effective as of the 21st day of October, 2021.
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the Parties hereby agree as follows:
(1) An amount of $6,529.68 will be reimbursed by WMBC to NEMBA to resolve all
outstanding financial claims between the Parties and as the sole financial remedy
associated with the separation of the accounts between the two organizations. The
reimbursement amount will be conveyed to NEMBA by wire transfer, bank check or
money order payable to White Mountains NEMBA on or before the effective date of
this Agreement. White Mountains NEMBA, a NEMBA Chapter, will utilize these
funds for local trail projects in the White Mountains Valley. While expenditure of the
reimbursed funds will be at the sole discretion of NEMBA, both groups have
expressed a desire for the funds to be used for a joint volunteer project to foster
collaboration and signal cooperation and will use best efforts to accomplish this goal.
(2) It is understood that there are tools that are owned by one Party and used by the other. WMBC and White Mountains NEMBA will work cooperatively to draft an
equipment sharing agreement that is mutually acceptable and outlines ownership and
use arrangement on or before January 1, 2022.
(3) The Parties each agree to actively refrain from communicating false factual
statements and/or disparaging comments about the other either in private or in the
public realm. For purposes of this paragraph, disparage shall mean any statements,
actions or insinuations, made by one party, either directly or through a third party, that
would hold the other party up to ridicule or contempt. In addition, the Parties will
each take action to identify and remove any past disparaging comments about the
other from their respective websites, Facebook, and other social media. In the future,
any comments that are of concern to one Party will be brought to the attention of the
other Party, who will take prompt action to remedy the issue.
(4) Any communications between the Parties pursuant to Paragraphs 3, 5, or otherwise in connection with this Agreement shall be conveyed through the Parties’ Primary
Contacts, as follows:
The Parties agree to update each other if/when this contact information changes.
(5) NEMBA and WMBC will cooperatively draft a public statement which expresses the
desire of each organization to mutually respect and support the other on or before
December 1, 2021
(6) In consideration of the foregoing, the NEMBA and WMBC covenant not to sue the
other and each hereby remise, release and forever discharge each other of and from all
debts, demands, actions, causes of action, suits, accounts, covenant, contracts,
agreements, damages, and any and all claims, demands and liabilities whatsoever of
every name and nature, both in law and in equity, which against each other (inclusive
of their successors, assigns, agents, employees, attorneys, past and present officer
and/or directors), they each may now have or ever had from the beginning of the
world to this date and more especially on account of the creation of WMBC and its
separation from NEMBA.
(7) This Agreement constitutes the entire agreement between the Parties, its terms have
been jointly written, and it may be amended only by mutual written consent. It shall
be governed and construed under Massachusetts law.
WHEREOF, the Parties hereto have executed this Agreement as a sealed instrument in
two counterparts, each of which shall constitute an original as of the date first written above.
New England Mountain Bike Association, Inc.
By its Executive Director, duly authorized
White Mountains Bike Coalition
By its Directors, duly authorized