General Waiver of Release

GENERAL WAIVER OF RELEASE

This General Waiver of Release (the "Agreement") is made and entered into as of Date: by and between Releasor Name: (hereinafter "Releasor") and Releasee Name: (hereinafter "Releasee"). Releasor and Releasee may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Releasor asserts or may assert certain claims, demands, causes of action, liabilities, obligations, losses, damages, costs or expenses, whether known or unknown, suspected or unsuspected, which arise out of or relate to the matters described in the Description of Claims below; and

WHEREAS, Releasee denies liability for any such claims but the Parties desire to fully and finally resolve all disputes and potential claims between them without admission of fault or prolonged litigation; and

WHEREAS, in consideration of the mutual promises and other good and valuable consideration set forth herein, the Parties wish to set forth the terms of Releasor's waiver and release of claims against Releasee.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein 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, the following terms shall have the meanings set forth below: "Released Claims" means any and all claims, demands, actions, causes of action, suits, rights, liabilities, damages, losses, costs, expenses and obligations of every kind and nature, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, that Releasor has had, now has or may hereafter have against Releasee arising out of or related to the matters described in Section 2.

2. DESCRIPTION OF CLAIMS BEING RELEASED

3. WAIVER AND RELEASE

Effective upon the Effective Date, and except as otherwise expressly provided in this Agreement, Releasor, for Releasor and for Releasor's heirs, executors, administrators, successors and assigns, hereby fully, finally and forever releases, relinquishes, and discharges Releasee and Releasee's subsidiaries, affiliates, parents, predecessors, successors, assigns, officers, directors, employees, agents, insurers and attorneys (collectively, the "Releasee Parties") from any and all Released Claims, whether arising under statute, contract, tort, equity or otherwise, and whether arising before, on or after the Effective Date.

4. SCOPE OF RELEASE

The Release is intended to be broad and inclusive and includes, without limitation, claims for personal injury, property damage, economic loss, equitable relief, punitive damages, attorneys' fees, costs and expenses. Releasor specifically acknowledges that Releasor may hereafter discover facts different from or in addition to those which Releasor now knows or believes to be true with respect to the Released Claims, and nonetheless agrees that this Agreement shall remain effective in all respects notwithstanding such different or additional facts.

5. CONSIDERATION

Releasor acknowledges and agrees that the promises and other consideration provided by Releasee and set forth in this Agreement constitute adequate, fair and valuable consideration for this waiver and release, the sufficiency of which Releasor expressly acknowledges.

6. REPRESENTATIONS AND WARRANTIES

Releasor represents and warrants that Releasor has the full legal right, power and authority to execute and deliver this Agreement and to perform Releasor's obligations hereunder; that Releasor has not assigned or transferred any rights or claims that are released by this Agreement; and that Releasor has had the opportunity to consult with counsel prior to executing this Agreement.

7. COVENANT NOT TO SUE

Releasor covenants and agrees not to commence, prosecute or maintain any action, claim or proceeding against any of the Releasee Parties with respect to any Released Claim. In the event Releasor breaches this covenant, Releasor shall be liable for costs and reasonable attorneys' fees incurred by Releasee in defending such action.

8. INDEMNIFICATION

Releasor agrees to indemnify, defend and hold harmless the Releasee Parties from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach by Releasor of this Agreement or any representation, warranty or covenant made herein.

9. NO ADMISSION OF LIABILITY

The Parties acknowledge and agree that this Agreement is entered into to avoid the burden, expense and uncertainty of litigation and that neither the execution of this Agreement nor the furnishing of consideration hereunder shall be construed as an admission of liability, fault or wrongdoing by any Party.

10. REMEDIES

The Parties agree that monetary damages may be inadequate to remedy any breach of this Agreement and that, in addition to any other remedies available at law or in equity, Releasee shall be entitled to seek injunctive or other equitable relief to enforce the provisions of this Agreement without posting bond or proving actual damages.

11. NOTICES

12. AMENDMENTS; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is asserted. A waiver on one occasion shall not operate as a waiver on any other occasion.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State Jurisdiction: without regard to conflicts of law principles. Each Party submits to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for purposes of any action arising out of or relating to this Agreement.

14. ENTIRE AGREEMENT

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

15. SEVERABILITY

If any term or provision of this Agreement is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

16. 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 shall be treated as originals for all purposes.

17. ACKNOWLEDGMENT

Releasor acknowledges that Releasor has carefully read this Agreement, understands its contents, and agrees that Releasor is giving up substantial legal rights, including the right to sue Releasee for claims that are released herein. Releasor further acknowledges that Releasor has had an opportunity to seek independent legal advice prior to signing.

Sign Now