Compliance Release Agreement

COMPLIANCE RELEASE AGREEMENT

This Compliance Release Agreement (the "Agreement") is entered into as of by and between Company Name: with principal address: ("Company") and Releasor Name: with address: ("Releasor"). Company and Releasor are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Company conducted or initiated certain internal compliance inquiries, investigations, or remedial actions concerning alleged noncompliance, regulatory matters, or related conduct (the "Compliance Matters"); and

WHEREAS, Releasor has alleged or may allege claims, grievances, or administrative complaints related to the Compliance Matters and the Parties desire to resolve any and all disputes, claims, demands, and causes of action arising out of or related to the Compliance Matters as of the Effective Date; and

WHEREAS, the Parties intend by this Agreement to fully and finally resolve matters between them in exchange for the consideration and mutual covenants set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Released Claims" means any and all claims, causes of action, demands, damages, liabilities, obligations, losses, costs, and expenses (including attorneys' fees) whether known or unknown, suspected or unsuspected, asserted or unasserted, that Releasor has ever had, now has, or may have in the future against the Company arising out of, related to, or in any way connected with the Compliance Matters through the Effective Date, to the fullest extent permitted by applicable law.

1.2 "Compliance Matters" means the incidents, allegations, investigations, audits, regulatory inquiries, or other matters described in the Recitals and any facts, acts, omissions, or transactions arising out of or related thereto.

2. RELEASE

2.1 Subject to the terms of this Agreement, Releasor, for and on behalf of Releasor and Releasor's heirs, executors, administrators, assigns and agents, hereby fully and forever releases, acquits and discharges Company and Company's subsidiaries, affiliates, predecessors, successors, parents, divisions, and each of their respective insurers, officers, directors, employees, agents, attorneys and representatives (collectively, the "Released Parties") from any and all Released Claims.

2.2 This release includes, without limitation, claims for monetary relief, equitable relief, administrative remedies, and any other relief arising under federal, state, local, statutory, regulatory or common law, except as expressly carved out in Section 2.3.

2.3 Notwithstanding the foregoing, this Agreement does not release: (a) any rights or claims that cannot be waived as a matter of law, including claims for unemployment insurance or workers' compensation benefits; (b) obligations that survive this Agreement as expressly provided herein; or (c) any claims arising after the Effective Date.

3. CONSIDERATION

3.1 In consideration for Releasor's execution and performance of this Agreement, Company will provide the consideration described below, the sufficiency of which Releasor acknowledges:

3.2 Company shall deliver the consideration in accordance with the schedule and conditions set forth in the consideration description. Releasor acknowledges that the consideration is not dependent upon any future conduct by Company beyond the commitments expressly set forth in this Agreement.

4. CONFIDENTIALITY

4.1 Except as required by law or legal process, the Parties agree to keep the terms, amount and existence of this Agreement confidential and not to disclose such information to third parties, except to the extent disclosure is reasonably necessary to obtain legal or tax advice, to enforce this Agreement, or to comply with lawful governmental inquiries. Any permitted disclosure shall be limited to the minimum information necessary.

4.2 Prior to any disclosure required by law, the disclosing Party shall, where legally permissible, provide the other Party with prompt written notice and an opportunity to seek protective relief.

5. NON-ADMISSION

The Parties acknowledge and agree that this Agreement is a compromise of disputed claims and that neither the execution of this Agreement nor the payment or performance of any consideration shall constitute or be construed as an admission of liability, wrongdoing, or violation of law by any Party.

6. COOPERATION

6.1 Releasor agrees to reasonably cooperate with Company in connection with any pending or future internal investigations or regulatory matters related to the Compliance Matters, including providing truthful testimony or documentation, provided that Company pays any reasonable expenses incurred by Releasor in providing such cooperation, if requested in advance.

6.2 Cooperation shall not require Releasor to waive any legal protections, to incriminate Releasor, or to breach applicable privilege rights.

7. REPRESENTATIONS AND WARRANTIES

7.1 Releasor represents and warrants that Releasor has the full power and authority to enter into this Agreement and to give the releases contained herein; that Releasor has not assigned or transferred any Released Claims; and that Releasor is not a debtor in bankruptcy whose claims are subject to disgorgement under bankruptcy law.

8. INDEMNIFICATION

Releasor agrees to indemnify, defend and hold harmless the Released Parties from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach by Releasor of the representations, warranties or covenants in this Agreement or from any claim by a third party based on facts which, if true, would constitute a breach of such representations, warranties or covenants.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below, or to such other address as a Party may designate by written notice to the other Party in accordance with this Section.

10. AMENDMENT; WAIVER

This Agreement may be amended, modified or supplemented only by a writing signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party waiving compliance. A waiver of any breach shall not constitute a waiver of any other or subsequent breach.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state identified below 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 resolution of disputes arising out of this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

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

12.2 If any provision of this Agreement is held to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent to the extent possible.

13. COUNTERPARTS; EXECUTION

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. Signatures delivered by electronic means shall be deemed original signatures.

14. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect interpretation. The Parties acknowledge that they have had the opportunity to consult legal counsel and that this Agreement shall be construed without regard to any presumption or rule requiring construction against the drafting Party.

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