Full and Final Release Agreement

FULL AND FINAL RELEASE AGREEMENT

This Full and Final Release Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Releasor Name: of Address: and Releasee Name: of Address: .

RECITALS

WHEREAS, Releasor contends that certain claims, demands and causes of action arising out of or related to the facts and circumstances described as:

WHEREAS, Releasee expressly denies liability for any such claims but desires to resolve and finally compromise any and all differences between the parties without the expense, risk or burden of further litigation; and

WHEREAS, the parties desire to effect a full and final settlement of all matters and controversies between them on the terms and conditions set forth below.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Claims" means any and all actions, causes of action, suits, claims, demands, liabilities, obligations, losses, damages, costs, expenses (including attorneys' fees), and damages of any nature, whether known or unknown, fixed or contingent, suspected or unsuspected.

2. RELEASE AND DISCHARGE

Effective upon the full delivery of the Consideration set forth in Section 3, Releasor hereby fully, finally and forever releases, acquits, and discharges Releasee and its past and present parent entities, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, employees, agents, insurers and attorneys (collectively "Released Parties") from any and all Claims of every nature and description, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising on or prior to the Effective Date, including but not limited to all claims for relief arising from or related to the matters described in the Recitals.

3. CONSIDERATION

As full and sole consideration for the release provided in Section 2, Releasee shall pay to Releasor the sum of:

Payment shall be made by Releasee to Releasor by Payment Method: and shall be due on or before Payment Due Date: . Payment shall be complete and final and no further amounts shall be due from Releasee in respect of the Released Claims.

4. COVENANT NOT TO SUE

Releasor covenants and agrees that he/she/it shall not initiate, file or prosecute any lawsuit, claim, arbitration, administrative complaint, or other proceeding against any Released Party asserting any of the Released Claims. This covenant is intended to be a full and final relinquishment of any right to obtain relief by litigation or other proceeding in respect of the Released Claims.

5. NO ADMISSION OF LIABILITY

The parties expressly acknowledge and agree that this Agreement constitutes a compromise and settlement of disputed claims and that neither this Agreement nor the payment of the Consideration shall be construed as an admission of liability or wrongdoing by any party for any purpose.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the person signing this Agreement on its behalf is duly authorized to execute this Agreement; and (c) this Agreement constitutes a valid and binding obligation, enforceable in accordance with its terms.

7. REPRESENTATION BY RELEASOR

Releasor acknowledges that Releasor has read this Agreement in its entirety, understands its terms, had the opportunity to consult with legal counsel of Releasor's choice, and enters into this Agreement voluntarily and with full knowledge of its legal consequences.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its affiliates from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of this Agreement by the indemnifying party or any misrepresentation made by the indemnifying party in this Agreement.

9. CONFIDENTIALITY

The parties agree that the terms and existence of this Agreement shall be confidential and shall not be disclosed to any third party except as required by law, to the parties' legal or financial advisors on a need-to-know basis, or as otherwise agreed in writing. Notwithstanding the foregoing, truthful disclosure to governmental authorities where legally compelled is permitted.

10. TAXES

Unless otherwise agreed in writing, each party shall be responsible for its own tax obligations arising from the receipt or payment of the Consideration. Releasor shall bear sole responsibility for any reporting and payment obligations for taxes attributable to the Consideration received hereunder.

11. NOTICES

All notices, requests, consents, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by overnight courier to the addresses set forth below or to such other address as a party may designate by written notice to the other party.

12. AMENDMENT; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument executed by both parties. No waiver of any term or condition of this Agreement shall be valid or binding unless in writing and signed by the party to be charged therewith.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State indicated below without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in the county indicated below for any dispute arising out of or relating to this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement 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 oral or written. If any provision of this Agreement is held invalid or unenforceable, such provision shall be severed and the remainder of this Agreement shall continue in full force and effect.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

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 facsimile, electronic mail (including PDF) or other electronic means shall be deemed original signatures for all purposes.

16. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors and permitted assigns.

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