General Waiver Release Agreement

GENERAL WAIVER AND RELEASE AGREEMENT

This General Waiver and Release Agreement (the Agreement) is made and entered into as of Effective Date: , by and between Releasor Name: , with primary address (Releasor), and Releasee Name: , with primary address (Releasee). Releasor and Releasee are each hereinafter a Party and collectively the Parties.

RECITALS

WHEREAS, Releasor asserts certain claims, demands, causes of action, allegations, damages, losses or liabilities, whether known or unknown, arising out of or related to the matters described as:

WHEREAS, Releasee denies any liability with respect to such matters but is willing to provide consideration in settlement and compromise of potential and asserted claims to avoid the costs and uncertainties of further dispute; and

WHEREAS, the Parties desire to fully and finally resolve and settle all disputes, differences and claims between them to the fullest extent permitted by law, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE

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

1. RELEASE AND WAIVER

1.1 Release by Releasor. Subject to the terms of this Agreement and receiving the consideration set forth in Section 2, Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, successors and assigns, hereby irrevocably and unconditionally releases, remises, acquits and forever discharges Releasee and Releasee's agents, representatives, employees, officers, directors, insurers, parents, subsidiaries, affiliates and attorneys (collectively, the Released Parties) from any and all claims, demands, actions, causes of action, suits, liabilities, obligations, damages, losses, costs and expenses of any nature whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent, at law or in equity, that arose on or prior to the Effective Date and that relate to the subject matter described in the Recitals.

1.2 Mutual Release. If checked, the Parties intend this to be a mutual release. If mutual release is selected, Releasee also releases Releasor from all claims arising on or before the Effective Date to the same extent provided above.

2. CONSIDERATION

2.1 Consideration. In exchange for the releases set forth in this Agreement, Releasee shall provide to Releasor the following consideration: . If monetary, amount:

2.2 Timing of Payment. The consideration described above shall be delivered in accordance with the instructions:

3. SCOPE AND EFFECT OF RELEASE

3.1 Broad Release. The Parties expressly intend that this release be interpreted to be a full and complete release and waiver of all claims whether known or unknown, suspected or unsuspected. This release includes, without limitation, claims in tort, contract, statutory or under any other legal theory, and claims for restitution, punitive damages or equitable relief to the extent permitted by law.

3.2 Waiver of Unknown Claims. Releasor expressly waives any and all rights Releasor may have under any statutory or common-law provision limiting the release of unknown claims, and acknowledges that Releasor has been advised, and had a reasonable opportunity, to consult with counsel concerning this waiver.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) execution and delivery of this Agreement and performance of its obligations hereunder have been duly authorized by all required action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms.

5. INDEMNIFICATION

Releasor agrees to indemnify, defend and hold harmless the Released Parties from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach by Releasor of the representations, warranties or covenants contained in this Agreement or arising from any claim released hereunder that is asserted by any third party against Releasee after the Effective Date.

6. NO ADMISSION

The Parties acknowledge and agree that this Agreement is entered into for the purpose of compromising and settling disputed claims and that neither the execution of this Agreement nor the performance of any obligation hereunder shall be construed as an admission of liability, fault or wrongdoing by any Party, all such liability being expressly denied.

7. CONFIDENTIALITY

Unless otherwise required by law or compelled by court order, the Parties agree to keep the terms, amount and existence of this Agreement confidential. Disclosure is permitted to the Parties' accountants, counsel and immediate family members on a need-to-know basis provided such persons agree to keep the information confidential.

8. NOTICES

All notices under this Agreement shall be in writing and shall be delivered by personal delivery, certified mail (return receipt requested) or overnight courier to the addresses set forth below (or to such other address as a Party may designate by notice hereunder).

9. AMENDMENT; WAIVER

This Agreement may be amended 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 enforcement is sought. A waiver of any breach shall not constitute a waiver of any other or subsequent breach.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Agreement constitutes the entire 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.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. SURVIVAL

The representations, warranties, indemnities and obligations contained in this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

14. 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. Facsimile or electronic signatures shall be effective for all purposes.

ADDITIONAL PROVISIONS

Releasor acknowledges that Releasor has read this Agreement, fully understands its terms, and signs it freely and voluntarily. Releasor further acknowledges that Releasor has been afforded a reasonable opportunity to consult with independent counsel prior to executing this Agreement.

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