Legal Acknowledgment of Waiver

LEGAL ACKNOWLEDGMENT OF WAIVER

This Legal Acknowledgment of Waiver (the Agreement) is entered into as of Effective Date: by and between Acknowledging Party Name: with address and Recipient Party Name: with address .

RECITALS

WHEREAS, Acknowledging Party alleges certain facts, claims, causes of action or liabilities arising from the matter described as: (the Matter);

WHEREAS, Recipient Party and Acknowledging Party desire to resolve or otherwise define the legal effect of the Matter and to set forth the terms under which Acknowledging Party will knowingly and voluntarily waive certain claims, rights or remedies as set forth herein;

WHEREAS, in consideration of the mutual covenants and other good and valuable consideration set forth below, the parties intend by this Agreement to record a formal acknowledgment and waiver of claims as described in this document.

NOW, THEREFORE

In consideration of the mutual promises set forth in this Agreement 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: (a) "Waiver" means the voluntary, knowing, and intentional relinquishment of rights or claims as described in Section 2; (b) "Claims" means any and all actions, causes of action, demands, rights, remedies, liabilities, obligations, debts, damages, losses, costs and expenses, whether known or unknown, asserted or unasserted, and whether based in contract, tort, statute, equity or otherwise; and (c) "Effective Date" means the date set forth above.

2. SCOPE OF WAIVER

Acknowledging Party hereby irrevocably and unconditionally waives, releases and forever discharges Recipient Party, and Recipient Party's officers, directors, employees, agents, successors and assigns (collectively, the Released Parties), from any and all Claims that Acknowledging Party has, may have had, or may hereafter have relating to or arising out of the Matter, whether known or unknown, asserted or unasserted, to the fullest extent permitted by law, except as expressly reserved in this Agreement.

The waiver applies to the following categories of Claims (select all that apply):
Contractual claims Tort claims (including negligence) Statutory claims Equitable relief

3. ACKNOWLEDGMENT OF VOLUNTARY NATURE

Acknowledging Party expressly acknowledges and agrees that: (a) the Waiver and release set forth in this Agreement is made knowingly and voluntarily; (b) Acknowledging Party has had a reasonable opportunity to obtain independent legal advice regarding the consequences of this Waiver; and (c) Acknowledging Party understands the legal effect of releasing Claims, including unknown or unanticipated claims.

4. CONSIDERATION

Acknowledging Party acknowledges receipt of good and valuable consideration in connection with this Agreement. If monetary consideration is provided, enter amount below:

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement; (b) the person executing this Agreement on behalf of each party is duly authorized to bind that party; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

6. INDEMNIFICATION

Acknowledging Party agrees to indemnify, defend and hold harmless the Released Parties from and against any and all losses, claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of any breach of Acknowledging Party's representations, warranties or obligations under this Agreement or out of any Claims not released by this Agreement.

7. LIMITATIONS ON LIABILITY

Nothing in this Agreement shall be construed to waive Claims that cannot be waived as a matter of law, including Claims that by law require a different procedure to waive, or Claims arising after the Effective Date. The parties expressly acknowledge that punitive damages, statutory penalties, or other remedies that cannot be released by agreement shall not be affected to the extent prohibited by applicable law.

8. NOTICES

All notices 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 either party may designate by notice in accordance with this Section. Delivery may be accomplished by personal delivery, certified mail (return receipt requested), national overnight courier, or other mutually agreed method.

9. AMENDMENTS; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument executed by both parties. No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

10. GOVERNING LAW

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

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, of the parties relating to such subject matter.

12. 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 remain in full force and effect and shall be construed so as to effectuate the intent of the parties to the greatest extent permitted by law.

13. 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. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

14. MISCELLANEOUS

The headings contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement. The parties acknowledge that they have read and understand this Agreement and intend to be bound by its terms.

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