Full

FULL RELEASE AND SETTLEMENT AGREEMENT

This Full Release and Settlement Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Releasor: (entity type: Individual Corporation LLC ), with principal address: ; and Releasee: (entity type: Individual Corporation LLC ), with principal address: . Releasor and Releasee are sometimes referred to collectively as the "Parties" and individually as a "Party."

RECITALS

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

WHEREAS, Releasee denies liability for any such claims but desires to compromise and settle all disputes with Releasor on the terms and conditions set forth in this Agreement to avoid the uncertainty, expense and burden of litigation;

WHEREAS, the Parties desire to resolve fully and finally all claims, whether known or unknown, liquidated or unliquidated, that Releasor has or may have against Releasee through the date of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Claims" means any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, torts, liabilities, damages, penalties, costs, expenses, attorneys' fees and demands of every nature and description, whether known or unknown, suspected or unsuspected, fixed or contingent, which Releasor has, had, or may have against Releasee arising out of or related to the matters referred to in the Recitals through the Effective Date.

2. RELEASE

2.1 Subject to the terms and conditions of this Agreement, Releasor hereby irrevocably and unconditionally releases and forever discharges Releasee and its past, present and future officers, directors, employees, agents, attorneys, insurers, affiliates, successors and assigns (collectively, the "Released Parties") from all Claims.

2.2 This Release is intended to be broad and inclusive. Releasor expressly waives any statute, law, or doctrine that might otherwise limit the scope of this Release, including but not limited to any legal requirement that unknown claims be specifically enumerated.

3. CONSIDERATION AND PAYMENT

3.1 In consideration for the Release set forth in Section 2, Releasee agrees to pay Releasor the sum of: (the "Settlement Amount"), subject to the payment schedule and conditions set forth below.

3.2 Payment Terms:

3.3 Releasor acknowledges that the Settlement Amount is the entire consideration for this Agreement and that Releasor has no other right, claim or demand against Releasee related to the Claims except as expressly set forth herein.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each Party represents and warrants to the other Party that (a) it has the full right, power and authority to enter into this Agreement; (b) the person signing this Agreement on its behalf is duly authorized to do so; and (c) this Agreement constitutes a valid and binding obligation enforceable against such Party in accordance with its terms.

4.2 Releasor further represents and warrants that Releasor has not assigned, transferred, conveyed, or otherwise disposed of any interest in the Claims and that Releasor will hold harmless and indemnify Releasee against any claims based on such assignment or transfer.

5. CONFIDENTIALITY AND NON-DISPARAGEMENT

5.1 The Parties agree that the terms and existence of this Agreement, including the amount of any payment, shall be kept confidential by the Parties, except as required by law or to the extent necessary to effectuate the terms of this Agreement.

5.2 The Parties agree not to make any public statements or communications that disparage the other Party, its business, officers, directors, employees or agents. Nothing in this Section shall prevent truthful testimony under oath or communications made in confidence to legal, tax or financial advisors.

6. NO ADMISSION OF LIABILITY

6.1 The Parties acknowledge and agree that this Agreement is a compromise of disputed claims and that neither this Agreement nor the furnishing of consideration hereunder shall be construed as an admission of liability or wrongdoing by any Party, which liability is expressly denied.

7. INDEMNIFICATION

7.1 Releasor agrees to indemnify, defend and hold harmless Releasee from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Releasor’s representations, warranties or covenants contained in this Agreement.

8. TAXES

8.1 Each Party is responsible for its own tax liabilities arising from the Settlement Amount. Releasor acknowledges that Releasee has not provided tax advice and that Releasor should seek independent tax counsel regarding the tax consequences of the settlement.

9. NOTICES

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

10. MISCELLANEOUS

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State or jurisdiction specified by the Parties: , without regard to principles of conflicts of law.

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

10.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace any such invalid, illegal or unenforceable provision with a valid provision that comes as close as possible to the Parties' original intent.

10.4 Amendments; Waiver. No amendment, modification or waiver of this Agreement shall be effective unless in writing and signed by both Parties. The failure of a Party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.

10.5 Counterparts. 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. Electronic or facsimile signatures shall be deemed to have the same force and effect as original signatures.

11. ADDITIONAL PROVISIONS

11.1 Attorneys' Fees. If any action is necessary to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing Party.

11.2 Further Assurances. Each Party shall execute and deliver such further documents and take such other actions as may be reasonably necessary to carry out the provisions of this Agreement.

ACKNOWLEDGMENT

Releasor acknowledges that Releasor has read this Agreement, understands its terms, and enters into it voluntarily after having had the opportunity to consult with independent legal counsel.

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