Legal ACR Agreement

LEGAL ACR AGREEMENT

This Acknowledgment, Consent and Release Agreement ("Agreement") is made and entered into as of by and between Releasor Name: (check one: Individual Entity) with principal address at ; and Releasee Name: (check one: Individual Entity) with principal address at .

RECITALS

WHEREAS, Releasor is an individual or entity that asserts certain rights, claims, or interests arising from or related to the matter described as: (the "Matter");

WHEREAS, Releasee has requested that Releasor provide acknowledgment, consent and a release in connection with the Matter, including but not limited to the use, dissemination or retention of certain materials, recordings, information or claims identified below; and

WHEREAS, Releasor is willing to give such acknowledgment, consent and release in consideration of the mutual promises and other consideration set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Claims" means any and all claims, demands, causes of action, suits, liabilities, obligations, damages, losses, costs and expenses (including attorneys' fees) whether known or unknown, suspected or unsuspected, arising from or related to the Matter.

1.2 "Released Parties" means Releasee and its past and present officers, directors, shareholders, members, employees, agents, affiliates, successors and assigns.

1.3 "Date of Incident" (if applicable) is .

2. ACKNOWLEDGMENT

Releasor hereby acknowledges that Releasor has read and understands the facts and circumstances relating to the Matter as set forth in the recitals and that Releasor has had a full opportunity to review those facts and seek independent advice. Releasor expressly acknowledges that Releasor neither relies upon any statement, representation or promise not expressly set forth in this Agreement nor upon any understanding other than that which is set forth in this Agreement.

3. CONSENT

3.1 Scope of Consent. Releasor hereby authorizes and consents to the use, reproduction, modification, distribution, exhibition and archival storage of the following materials or information related to the Matter:

3.2 Duration and Territory. The consent granted in Section 3.1 is perpetual unless otherwise specified in this Agreement and worldwide in scope unless otherwise limited as follows:

4. RELEASE AND WAIVER

Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, assigns and representatives, hereby fully, finally and forever releases, relinquishes, and discharges the Released Parties from any and all Claims arising out of, relating to, or in any way connected with the Matter, whether known or unknown, suspected or unsuspected, and including any Claim for attorneys' fees and costs.

Releasor expressly waives any statutory or common law rights Releasor may have to assert unknown claims, including but not limited to any rights under applicable statutes providing that a general release does not extend to unknown claims.

5. CONSIDERATION

In consideration for the promises herein, Releasee shall provide to Releasor the following consideration:

If monetary, the amount of consideration is and shall be delivered by .

6. REPRESENTATIONS AND WARRANTIES

Releasor represents and warrants that: (a) Releasor is the sole owner of the rights being released or has full authority to execute this Agreement; (b) Releasor has not previously assigned, transferred or encumbered any Claim released herein; and (c) Releasor is fully authorized to enter into this Agreement, and doing so does not violate any contractual or legal obligation.

7. INDEMNIFICATION

Releasor agrees to indemnify, defend and hold harmless the Released Parties from and against any loss, damage, liability or expense (including reasonable attorneys' fees) arising out of any breach of Releasor's representations, warranties or obligations under this Agreement or from any third party claim that arises from Releasor's actions or statements contrary to this Agreement.

8. CONFIDENTIALITY

Unless otherwise required by law, the parties agree to keep the terms, amount and existence of this Agreement confidential and not disclose such information to any third party other than advisors or as required by law. Exceptions to confidentiality may be specified here:

9. NO ADMISSION

The parties acknowledge and agree that this Agreement is not an admission of liability or wrongdoing by any party and shall not be construed as such. This Agreement is entered into solely for the purpose of settling and resolving any potential disputes and avoiding the expense and uncertainty of litigation.

10. NOTICES

Notices to Releasor

Notices to Releasee

11. GOVERNING LAW; VENUE

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. This Agreement may be amended only by a written instrument signed by both parties. No waiver of any breach of any provision of this Agreement shall be a waiver of any other breach.

13. COUNTERPARTS; EXECUTION

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 electronically transmitted signatures shall be deemed originals for all purposes.

14. MISCELLANEOUS

The obligations, representations and agreements of the parties set forth in this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and permitted assigns. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that Releasee may assign this Agreement to an affiliate or successor in interest.

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