Criminal Release Agreement

CRIMINAL RELEASE AGREEMENT

This Criminal Release Agreement (the Agreement) is made and entered into as of by and between Releasor Name: (Releasor) and Releasee Name: (Releasee). Releasor and Releasee are collectively referred to herein as the Parties.

RECITALS

WHEREAS, on or about at or near (the Incident), events occurred giving rise to allegations by Releasor of loss, injury, or other damages;

WHEREAS, Releasor asserts certain civil claims, demands, or causes of action arising from the Incident, and Releasee denies liability for any such claims;

WHEREAS, the Parties desire to settle and resolve all such civil claims, disputes and controversies between them relating to the Incident without admission of liability and to define their respective rights and obligations as set forth in this Agreement.

NOW, THEREFORE

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

1. DEFINITIONS

1.1 "Claims" means any and all past, present and future claims, demands, actions, causes of action, suits, liabilities, obligations, damages, losses, costs and expenses (including reasonable attorneys' fees), whether known or unknown, asserted or unasserted, arising out of or related to the Incident, including but not limited to claims for personal injury, emotional distress, property damage, invasion of privacy, negligence, or any statutory or common law theory.

1.2 "Released Parties" means Releasee and, as applicable, Releasee's past and present officers, directors, employees, agents, insurers, attorneys, successors and assigns.

2. MUTUAL RELEASE

2.1 Release by Releasor. Subject to the exceptions stated in Section 6, and except for the obligations set forth in this Agreement, Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, agents, insurers, representatives, successors and assigns, hereby irrevocably and unconditionally releases, acquits and forever discharges the Released Parties from any and all Claims arising from or related to the Incident, whether known or unknown, suspected or unsuspected, which Releasor now has or ever had, or may have in the future.

2.2 Release by Releasee. To the extent Releasee asserts any claims against Releasor arising from the Incident, Releasee, on behalf of Releasee and Releasee's officers, directors, employees, agents, insurers, representatives, successors and assigns, hereby irrevocably and unconditionally releases and forever discharges Releasor from any and all Claims arising from or related to the Incident.

3. CONSIDERATION

Payment of the consideration described above shall be made in full in accordance with the Payment Terms. Payment is a material term of this Agreement and the Parties acknowledge that the releases granted herein are expressly conditioned upon receipt of such consideration as specified.

4. NO ADMISSION OF LIABILITY

The Parties expressly acknowledge and agree that this Agreement and any actions taken pursuant hereto are compromises of disputed claims and shall not be construed as an admission of liability or wrongdoing by any Party. Neither this Agreement nor any consideration paid pursuant hereto shall be admissible as evidence of liability in any proceeding, except to enforce this Agreement or as otherwise required by law.

5. COOPERATION; DISMISSAL

5.1 Releasor agrees, within a commercially reasonable time after receipt of the consideration, to execute and file any documents reasonably necessary to effectuate the dismissal with prejudice of any civil actions related to the Incident and to take no further civil action against any Released Party with respect to the released matters.

5.2 Each Party shall reasonably cooperate with the other in obtaining and providing releases, dismissals, or other documents necessary to effectuate the intent of this Agreement, provided such cooperation does not require admission of liability or material expense beyond the consideration described in Section 3.

6. CRIMINAL MATTERS

The Parties acknowledge that nothing in this Agreement is intended to, nor shall it, (a) preclude any Party from reporting criminal conduct to law enforcement or cooperating with law enforcement investigations or prosecutions, (b) provide immunity from criminal prosecution, or (c) interfere with any government authority's right to investigate or prosecute alleged criminal activity. The Parties further acknowledge that releases of civil claims do not extinguish criminal liability or obligations owed to governmental authorities.

7. CONFIDENTIALITY AND NON-DISPARAGEMENT

7.1 Confidentiality. The Parties shall keep the terms, amount and existence of this Agreement confidential and shall not disclose such information to any person or entity except: (a) to the extent necessary to enforce this Agreement; (b) to the Party's legal, tax or financial advisors who agree to maintain confidentiality; (c) as required by law; or (d) in connection with a bona fide claim to enforce rights under this Agreement.

7.2 Non-Disparagement. The Parties agree not to make any false, disparaging or derogatory statements, whether oral or written, about the other Party, its business, or its representatives. Notwithstanding the foregoing, truthful statements made in legal proceedings or to law enforcement are not prohibited.

I acknowledge the confidentiality provisions above

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has the full right, power and authority to enter into and perform this Agreement; (b) its execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate or individual action; (c) this Agreement is a valid and binding obligation enforceable against it in accordance with its terms; and (d) it has not assigned, transferred or encumbered any Claims released by this Agreement.

Releasor further represents that Releasor has not assigned or transferred to any third party any rights or claims released in this Agreement, except as disclosed in Known Claims above.

9. INDEMNIFICATION

Each Party shall defend, indemnify and hold harmless the other Party and its affiliates, officers, directors, employees and agents from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys' fees) resulting from any third-party claim arising out of the indemnifying Party's breach of this Agreement or false representation herein.

10. REMEDIES; ATTORNEYS' FEES

Should any Party materially breach this Agreement, the non-breaching Party shall be entitled to seek all available remedies at law and in equity, including specific performance and injunctive relief. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses provided above or to such other address as a Party may designate by notice to the other Party in accordance with this Section.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may not be amended or modified except by a written instrument signed by both Parties. No waiver by any Party of any breach 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.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to principles of conflicts of law. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS

The Parties acknowledge that they have read and understand this Agreement, have had the opportunity to seek independent legal advice, and enter into this Agreement voluntarily and with full knowledge of its legal significance. The headings in this Agreement are for convenience only and shall not affect interpretation.

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