Buyer Release Agreement

BUYER RELEASE AGREEMENT

This Buyer Release Agreement (the "Agreement") is made and entered into as of by and between Buyer Name: , Buyer Address: (hereinafter "Buyer"), and Seller Name: , Seller Address: (hereinafter "Seller"). Buyer and Seller are each referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Buyer and Seller entered into a transaction described as: on or about (the "Transaction");

WHEREAS, disputes, claims, or potential claims have arisen or may arise out of or related to the Transaction, including but not limited to claims for breach of contract, misrepresentation, negligence, or other liabilities; and

WHEREAS, in consideration of the mutual promises and payments set forth below, the Parties desire to fully and finally resolve and release certain claims as set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein, and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Released Claims" means all claims, demands, causes of action, suits, debts, obligations, damages, costs, losses and liabilities of any nature whatsoever, whether known or unknown, suspected or unsuspected, which Buyer has had, now has, or may hereafter have against Seller arising out of or in any way related to the Transaction through the Effective Date.

2. RELEASE BY BUYER

Subject to the terms and conditions of this Agreement and in consideration of the payments and other consideration described herein, Buyer, on behalf of itself and its successors, assigns, agents, insurers, attorneys, and representatives, hereby irrevocably and unconditionally releases and forever discharges Seller, and each of Seller's officers, directors, employees, agents, affiliates, successors and assigns (collectively, the "Released Parties"), from all Released Claims.

3. CONSIDERATION

In full and complete consideration for the release set forth in Section 2, Seller shall pay to Buyer the gross sum of the amount set forth above (the "Consideration"). Payment shall be made in accordance with the following terms:

4. SCOPE OF RELEASE; WAIVER OF UNKNOWN CLAIMS

Except as expressly provided herein, the Parties acknowledge and agree that this release is intended to be broad and inclusive and to release all Released Claims whether or not such Released Claims are known or suspected to exist at the time of executing this Agreement. Buyer expressly waives any rights it may have under any statute or common law principle to limit the scope of this release, including any statutes or laws governing release of unknown claims.

Acknowledgement of waiver of unknown claims: I acknowledge and agree to the waiver described above.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full corporate or individual power and authority to enter into this Agreement; (b) its execution, delivery and performance of this Agreement has been duly authorized by all necessary action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

6. INDEMNIFICATION

Each Party agrees to indemnify, defend and hold harmless the other Party and its affiliates, officers, directors, employees and agents from and against any and all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement by the indemnifying Party.

7. CONFIDENTIALITY

The Parties agree to keep the terms and existence of this Agreement confidential, except as required by law or as necessary to enforce the terms of this Agreement, in which case the disclosing Party shall provide prior written notice to the other Party to the extent permitted by law.

8. NO ADMISSION

The Parties acknowledge and agree that this Agreement is a compromise of disputed claims and that neither the execution of this Agreement nor any payment made pursuant hereto shall constitute an admission of wrongdoing, liability, or fault by any Party.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the following addresses by certified mail, overnight courier, or personal delivery:

10. AMENDMENT; WAIVER

This Agreement may be amended or modified only by a written instrument executed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is asserted.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement contains the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations and agreements. If any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile shall be effective as originals.

14. RELEASED CLAIMS DESCRIPTION

Sign Now