Business Release of Agreement

BUSINESS RELEASE OF AGREEMENT

Effective Date:

Parties

Entity Type: Corporation LLC Other

Entity Type: Corporation LLC Other

Recitals

WHEREAS, Releasor and Releasee entered into an agreement titled dated (the "Original Agreement"); and

WHEREAS, the parties desire to settle and fully release all obligations, claims, demands and causes of action that have arisen or may arise under the Original Agreement, subject to the terms set forth in this Business Release of Agreement (the "Release").

NOW, THEREFORE, in consideration of the mutual promises and the payment and other terms described below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope of Release and Work

The Release applies to all claims, demands, liabilities, causes of action, obligations and expenses known or unknown, whether arising in contract, tort, statute or otherwise, that relate to or arise out of the Original Agreement or the Scope of Work described above.

2. Payment Terms

Payment shall be made within days after the Effective Date and conditioned upon receipt of a signed copy of this Release. If any installment is not paid when due, a late fee equal to % of the overdue amount per month or the maximum allowed by law, whichever is less, shall accrue until paid.

3. Release and Covenant Not to Sue

Upon full payment in accordance with Section 2, Releasor hereby fully and forever releases and discharges Releasee and its past and present officers, directors, employees, agents, successors and assigns from any and all claims, demands, actions, causes of action, suits, debts, contracts, agreements, costs, expenses, liabilities and damages of every kind and nature, whether known or unknown, suspected or unsuspected, that Releasor ever had, now has, or may hereafter assert relating to the Original Agreement or the Scope of Work.

Releasor covenants and agrees not to institute, prosecute or voluntarily cause to be prosecuted any claim, suit or action at law or in equity against Releasee relating to matters released herein.

4. Term and Termination

This Release shall commence on the Effective Date and shall terminate only upon full performance of the obligations set forth herein. Term Start: Term End (if any):

Either party may terminate any continuing performance obligations for material breach by providing written notice to the other party at least days prior to termination, specifying the nature of the breach and opportunity to cure where curable.

5. Confidentiality

The parties acknowledge that the terms of this Release and any non-public information exchanged in connection with settlement are confidential. Each party agrees not to disclose such information to any third party except as required by law or as necessary to enforce this Release. This confidentiality obligation shall survive for years from the Effective Date.

6. Representations and Warranties

Each party represents and warrants that it has full authority to enter into this Release, that the person signing on its behalf is duly authorized, and that this Release constitutes a valid and binding obligation enforceable in accordance with its terms.

7. Mutual Non-Admission

The parties agree that execution of this Release is a compromise of disputed claims and shall not be construed as an admission of liability, wrongdoing, or fault by any party.

8. Indemnity

Each party shall indemnify and hold harmless the other from and against any third-party claims arising from breach of that party's representations, warranties or covenants set forth in this Release, provided that the indemnified party gives prompt written notice and cooperates in the defense.

9. Governing Law; Venue

This Release shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Release.

10. Entire Agreement; Amendment

This Release constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification of this Release must be in writing and signed by both parties.

11. Miscellaneous Provisions

This Release may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Delivery of a signed copy by electronic transmission shall be effective as an original.

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