General Release and Indemnity Agreement

GENERAL RELEASE AND INDEMNITY AGREEMENT

This General Release and Indemnity Agreement (the "Agreement") is made and entered into as of by and between Releasor: with principal address at , and Releasee: with principal address at . Collectively the "Parties."

RECITALS

WHEREAS, Releasor alleges certain claims, demands, causes of action, or damages arising out of or relating to the matter described as:

WHEREAS, Releasee denies liability for such claims but desires to resolve and avoid further dispute and expense; and

WHEREAS, the Parties desire to settle and finally resolve any and all claims and responsibilities between them and to set forth the terms under which Releasor will release Releasee and provide indemnity for certain third-party claims.

NOW, THEREFORE

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

1. DEFINITIONS

For purposes of this Agreement: "Claims" means any and all claims, demands, actions, causes of action, liabilities, losses, costs and expenses (including reasonable attorneys' fees) whether known or unknown, foreseen or unforeseen, arising out of or relating to the matters described in the Recitals.

2. RELEASE

Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, successors and assigns, hereby irrevocably and unconditionally releases and forever discharges Releasee and its past and present officers, directors, employees, agents, affiliates, insurers and assigns (collectively "Releasee Parties") from any and all Claims that Releasor has, may have had, or may hereafter have, arising from or related to the matters described in the Recitals through the Effective Date.

3. INDEMNITY

Releasor shall defend, indemnify and hold harmless Releasee Parties from and against any and all third-party Claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees and costs) arising out of or relating to the Claims released herein or any actions or omissions of Releasor connected with the factual circumstances described in the Recitals, provided that Releasee gives prompt written notice to Releasor of any such third-party Claim and reasonably cooperates with Releasor in the defense thereof.

4. CONSIDERATION

As consideration for the release and indemnity provided in this Agreement, Releasee shall pay to Releasor the sum of (the "Consideration"), payable in accordance with the following terms:

5. EXCLUSIONS AND LIMITATIONS

The release in Section 2 does not apply to Claims that cannot be released by law, including Claims for workers' compensation benefits, claims arising after the Effective Date, or Claims expressly listed below:

Specific exclusions, if any:

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full authority to enter into this Agreement; (b) the person signing on its behalf has been duly authorized to execute this Agreement; (c) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms; and (d) no other authorization, consent or approval of any person or entity is required to permit the performance contemplated herein.

7. NO ADMISSION

The Parties agree and acknowledge that this Agreement is a compromise and settlement of disputed claims and that neither this Agreement nor the furnishing of Consideration shall be construed as an admission of liability or wrongdoing by any Party for any purpose.

8. COOPERATION; MITIGATION

The Parties agree to cooperate and to provide such information and assistance as is reasonably necessary to effectuate the terms of this Agreement. Each Party will take reasonable steps to mitigate any loss or liability that may give rise to a claim under this Agreement.

9. NOTICES

All notices must be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent via overnight courier to the address set forth above or such other address as a Party may designate by notice to the other.

10. ATTORNEYS' FEES AND COSTS

If any action is necessary to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party, in addition to any other relief awarded by a court of competent jurisdiction.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT

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

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

14. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by the Parties. No failure or delay by any Party in exercising any right shall operate as a waiver thereof.

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 electronic means (including scanned and emailed signatures) shall be binding and have the same force and effect as original signatures.

16. SURVIVAL

The covenants, representations, warranties and indemnities set forth in this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby to the extent necessary to enforce the Parties' rights and obligations.

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