Annual Release Agreement

ANNUAL RELEASE AGREEMENT

This Annual Release Agreement ("Agreement") is made and entered into as of by and between Releasor: with an address at , and Releasee: with an address at .

RECITALS

WHEREAS, Releasor asserts certain claims, demands, causes of action or liabilities arising out of events occurring on or before the Effective Date and desires to settle any such claims on an annual basis;

WHEREAS, Releasee denies liability but is willing to obtain a full and final annual release from Releasor in exchange for the consideration and mutual covenants set forth in this Agreement;

WHEREAS, the parties desire to set forth their agreement with respect to the release and the scope of matters released for the annual period described below.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and other good and valuable consideration set forth below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Claims" means any and all past, present or future claims, demands, causes of action, obligations, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) whether known or unknown, suspected or unsuspected, arising under contract, tort, statute or equity. "Released Parties" means Releasee and Releasee's agents, representatives, employees, subsidiaries, affiliates, insurers, attorneys, predecessors, successors and assigns.

Describe any additional Released Parties (if applicable):

2. RELEASE

Subject to the terms and conditions of this Agreement and in consideration of the mutual promises contained herein, Releasor hereby RELEASES, ACQUITS, AND FOREVER DISCHARGES the Released Parties from all Claims that arise out of facts, transactions, occurrences or circumstances occurring on or before the Effective Date and that relate to the matters described in Section 3 (Scope of Release) below. This release is intended to be interpreted broadly and without limitation to particular legal theories.

3. SCOPE OF RELEASE; ANNUAL PERIOD

The release granted in Section 2 shall be limited to Claims relating to the following subjects or events:

This Agreement constitutes an "Annual Release" covering the period beginning on the Effective Date and ending on (the "Annual Period"). Unless earlier terminated in accordance with Section 11, the release set forth herein shall renew annually on each anniversary of the Effective Date for successive one-year periods only if the parties execute written documentation evidencing renewal or the parties otherwise exchange written confirmation of renewal.

4. CONSIDERATION

In consideration for the release and covenants contained in this Agreement, Releasee shall provide the following consideration to Releasor (select and describe):

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized and validly existing (if an entity) or is of legal age and capacity (if an individual); (b) it has full power and authority to enter into and perform this Agreement; (c) the person signing on behalf of any entity has been duly authorized to execute this Agreement and to bind that entity; and (d) the execution and delivery of this Agreement and the performance of its obligations will not violate any agreement, law, or order binding on it.

6. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that this Agreement is the result of compromise and settlement and that neither the execution of this Agreement nor the consideration exchanged shall be construed as an admission of liability by any party.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its Released Parties from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of a breach of any representation, warranty, covenant or agreement contained in this Agreement.

8. CONFIDENTIALITY

The terms and existence of this Agreement shall be treated as confidential by the parties except as required by law, legal process, or to enforce the terms of this Agreement. If confidentiality is waived, the disclosing party must provide prior written notice to the other party.

Yes No

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by reputable overnight courier to the addresses below or such other address as a party may designate by written notice.

10. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing signed by the party waiving compliance. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures and copies transmitted by facsimile or electronic imaging shall be binding and have the same force and effect as originals.

11. TERMINATION

This Agreement shall remain in effect for the Annual Period specified in Section 3. Either party may terminate this Agreement prior to renewal by providing written notice pursuant to Section 9. Termination shall not affect rights or obligations accrued prior to the effective date of termination.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or related to this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect to the fullest extent permitted by law.

14. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. The parties acknowledge that they have been advised to seek independent legal counsel, have had the opportunity to review this Agreement, and fully understand its terms.

Releasor represents that Releasor enters into this Agreement voluntarily and with full knowledge of its legal effect.

I acknowledge that I have read, understand and accept this Agreement.

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