Conditional Release Agreement

CONDITIONAL RELEASE AGREEMENT

This Conditional Release Agreement (the Agreement) is made and entered into as of Effective Date: by and between Releasor: , with principal address , and Releasee: , with principal address .

Recitals

WHEREAS, Releasor asserts certain claims, demands, causes of action, and damages against Releasee arising out of or related to the matters described as follows:

WHEREAS, the parties wish to avoid further litigation and desire to settle and release those claims only upon the terms, conditions, and contingencies set forth in this Agreement; and

WHEREAS, the parties intend that the release effected by this Agreement shall be conditional and shall become fully effective only upon the satisfaction of the conditions described in Section 3 below.

NOW, THEREFORE, in consideration of the recitals and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Definitions

1.1 "Released Claims" means all claims, causes of action, liabilities, demands, damages, losses, costs, expenses and attorney fees, whether known or unknown, suspected or unsuspected, that Releasor has or may have against Releasee arising out of the matters described in the Recitals or the claims description set forth in claims_description above.

1.2 "Effective Release" means the release described in Section 2 after satisfaction in full of the Conditions Precedent set forth in Section 3.

2. Conditional Release

2.1 Subject to the conditions set forth in this Agreement, and in consideration of the obligations undertaken by Releasee, Releasor hereby agrees to release, remise and forever discharge Releasee from the Released Claims, provided that the Conditions Precedent in Section 3 are satisfied strictly as set forth herein. This release is conditional and shall not become effective until the Effective Release occurs.

3. Conditions Precedent

3.1 The release set forth in Section 2 shall become effective only upon the full and timely satisfaction of the following conditions precedent:

(a) Payment by Releasee to Releasor of the sum of $ in cleared funds, payable in accordance with the Payment Schedule below; and

(b) Delivery by Releasee to Releasor of a written release of any liens and a duly executed dismissal with prejudice of any pending actions identified in the claims_description field, accompanied by proof satisfactory to Releasor that all third-party obligations arising from the matters described have been discharged.

3.2 Payment Schedule: Payment shall be made as follows: amount of $ due on or before , with remaining balance paid in full by .

4. Performance; Payment; Failure to Perform

4.1 Releasee shall make all payments and perform all obligations under this Agreement by the dates specified. All payments shall be made in U.S. dollars by wire transfer, certified check or other instrument acceptable to Releasor at the address or account designated by Releasor in writing.

4.2 If Releasee fails to satisfy any Condition Precedent when due, Releasor's release shall be and remain null and void and the parties' rights and remedies with respect to the Released Claims shall be preserved, including the right to reinstate any pending litigation or assert any claims pro tanto. Releasor shall provide written notice of default to Releasee and give Releasee ten (10) calendar days to cure the default where cure is practicable and does not require the payment of funds held by a third party.

5. Representations and Warranties

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

5.2 Releasor represents and warrants that, to the best of its knowledge, it has disclosed all claims that are the subject of this Agreement and that it knows of no material facts that would render the release procured by this Agreement unconscionable or unfair.

6. Mutual Release and Covenant Not to Sue

6.1 Upon satisfaction of the Conditions Precedent, Releasor forever releases and discharges Releasee and Releasee's affiliates, predecessors, successors, officers, directors, employees, agents and attorneys from the Released Claims.

6.2 Releasor covenants and agrees that it shall not institute, file, or otherwise pursue any action, suit, arbitration, or proceeding against Releasee asserting any of the Released Claims; provided, however, that this covenant shall not preclude Releasor from enforcing the terms of this Agreement.

7. Confidentiality

7.1 The parties agree that the terms, amount, and existence of this Agreement shall be kept confidential and shall not be disclosed to any third party except (a) to a party's legal counsel, accountants, or insurers on a need-to-know basis; (b) as required by law, regulation or court order; or (c) with the prior written consent of the other party.

7.2 Notwithstanding the foregoing, either party may disclose the terms of this Agreement to tax authorities to the extent required by applicable tax law.

8. Indemnification

8.1 Each party shall indemnify and hold harmless the other party from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising from any breach of this Agreement by the indemnifying party, or from any inaccuracy in any representation or warranty made by the indemnifying party.

9. Remedies; Specific Performance

9.1 The parties acknowledge that monetary damages may be inadequate to remedy a material breach of the confidentiality or release provisions of this Agreement and that the non-breaching party shall be entitled to seek injunctive or other equitable relief, without prejudice to any other remedy available at law or in equity.

10. Notices

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be delivered by hand, certified mail (return receipt requested), or overnight courier to the addresses set forth below (or to such other address as either party may designate by notice to the other).

11. Amendments and Waiver

11.1 This Agreement may be amended, modified or supplemented only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom the waiver is asserted. A waiver of any breach shall not constitute a waiver of any other or subsequent breach.

12. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect and shall be construed so as to carry out, as nearly as possible, the intent of the parties.

13. Governing Law

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

14. Entire Agreement

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

15. 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 transmitted by electronic facsimile or in .pdf or other electronic form shall be effective as original signatures.

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