Asbestos Release Agreement

ASBESTOS RELEASE AGREEMENT

This Asbestos Release Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Releasor Name: with Address: (hereinafter "Releasor"), and Releasee Name: with Address: (hereinafter "Releasee"). Releasor and Releasee are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Releasor alleges that Releasor has been exposed to asbestos or asbestos-containing materials at or in connection with the property located at: on or about Incident Date: ; and

WHEREAS, Releasee denies any liability for asbestos-related injury, contamination, clean-up, loss, or damage asserted by Releasor but desires to resolve disputes and avoid the expense and uncertainty of litigation; and

WHEREAS, the Parties wish to set forth the terms of a full and final release of asbestos-related claims as provided in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants and other good and valuable consideration set forth herein, receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Asbestos-Related Claim(s)" means any and all claims, demands, causes of action, actions, liabilities, losses, costs, damages, expenses, and attorneys' fees arising out of or in any way related to exposure to asbestos or asbestos-containing materials, whether known or unknown, suspected or unsuspected, including but not limited to claims for personal injury, wrongful death, property damage, diminution in value, loss of use, or any other loss.

2. RELEASE AND WAIVER

2.1 Release by Releasor. In consideration of the payments and covenants provided herein, Releasor, for Releasor and Releasor's heirs, successors, assigns, representatives, agents and attorneys, hereby fully, finally and forever releases, acquits and discharges Releasee and its past and present parents, subsidiaries, affiliates, officers, directors, employees, agents, insurers, contractors, successors and assigns (collectively "Released Parties") from any and all Asbestos-Related Claims that arise out of, relate to, or are in any way connected with the circumstances described in the Recitals, whether known or unknown, suspected or unsuspected, and whether arising under tort, contract, statute, strict liability, contribution, indemnity, or other theory of law.

2.2 Scope. The release set forth in Section 2.1 is intended to be broad and to include all Asbestos-Related Claims through the Effective Date, including latent or delayed claims, claims for exacerbation of prior conditions, and claims based on negligence, willful misconduct, or strict liability to the fullest extent permitted by law.

3. CONSIDERATION

Payment of the consideration specified above shall be made as full and complete satisfaction of any and all claims released by Releasor, and Releasor acknowledges that such consideration is fair, adequate and reasonably commensurate with the claims being released.

4. REPRESENTATIONS AND WARRANTIES

Releasor represents and warrants that Releasor: (a) has the full power and authority to enter into this Agreement and to grant the releases herein; (b) has not previously assigned any Asbestos-Related Claims covered by this Agreement to any other person or entity; (c) has had a full and reasonable opportunity to investigate the facts and circumstances relating to the claims released herein and either has made such investigation as Releasor deems necessary or has voluntarily waived the right to do so; and (d) is not relying upon any representations or statements other than those expressly set forth in this Agreement.

5. INDEMNIFICATION

Releasor shall defend, indemnify and hold harmless Releasee and the Released Parties from and against any and all claims, demands, actions, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) arising out of any assertion by any third party of rights or claims that are inconsistent with the releases and covenants contained in this Agreement, including claims alleging fraudulent misrepresentation or that the Releasor lacked authority to execute this Agreement.

6. NO ADMISSION OF LIABILITY

The Parties acknowledge and agree that this Agreement is a compromise of disputed claims and shall not be construed as an admission of liability by Releasee or by any Released Party. Neither this Agreement nor the payment of any consideration shall be offered or received as evidence of a presumption, concession, or admission of liability or wrongdoing by Releasee.

7. KNOWN EXPOSURES AND IDENTIFIED MATERIALS

Releasor acknowledges that Releasor has been provided the opportunity to obtain independent testing, inspection and medical evaluation regarding asbestos exposure and that Releasor either has obtained such evaluations or has knowingly waived the opportunity to obtain them.

Releasor acknowledges that asbestos is hazardous to human health and that the Releasor has been advised of and understands the potential health effects of asbestos exposure.

8. CONFIDENTIALITY

Except as required by law, neither Party shall disclose the terms of this Agreement or the amount of consideration to any person, entity, or government agency without the prior written consent of the other Party; provided, however, that disclosure may be made to that Party's attorneys, insurers, accountants, or as required in judicial proceedings.

9. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed delivered when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth above or to such other address as a Party designates by written notice to the other Party in accordance with this Section.

10. AMENDMENTS, WAIVER, COUNTERPARTS

This Agreement may be amended, modified or supplemented only by a written instrument signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures, including scanned or facsimile signatures, shall be deemed original signatures for all purposes.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the Parties shall substitute for any invalid or unenforceable provision a valid and enforceable provision that most nearly reflects the Parties' original intent.

14. AUTHORITY

Each person executing this Agreement represents and warrants that such person has full authority to execute and deliver this Agreement and to bind the Party for which such person signs.

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