Legal Admin Waiver

LEGAL ADMIN WAIVER

This Legal Admin Waiver (the "Waiver") is entered into as of by and between Administrator Name: and Releasing Party Name: .

RECITALS

WHEREAS, Administrator Name: performs administrative services related to records, billing, notices, and routine account management (collectively, "Administrative Actions"); and

WHEREAS, Releasing Party Name: has agreed to release certain claims and waive certain rights with respect to Administrative Actions subject to the terms set forth herein; and

WHEREAS, in consideration of the mutual covenants and other good and valuable consideration set forth below, the parties desire to set forth their agreement in writing.

NOW THEREFORE

In consideration of the mutual promises contained in this Waiver 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 Waiver: (a) "Administrator" means Administrator Name as identified above and any of its agents acting within the scope of their engagement; (b) "Releasing Party" means Releasing Party Name as identified above; (c) "Administrative Actions" means clerical, billing, notice, record-keeping, and other non-substantive actions taken by Administrator in the ordinary course of administering accounts or files; and (d) "Waived Claims" means claims, demands, causes of action or liabilities arising solely from or relating to Administrative Actions occurring on or prior to the Effective Date, subject to the exceptions set forth in this Waiver.

2. WAIVER

The Releasing Party, for good and valuable consideration, hereby irrevocably and unconditionally waives, releases and forever discharges the Administrator and its affiliates, predecessors, successors, officers, directors, employees and agents (collectively, the "Released Parties") from any and all Waived Claims, whether known or unknown, suspected or unsuspected, asserted or unasserted, arising out of or in any way connected with Administrative Actions occurring on or before the Effective Date, except as provided in Section 3.

3. SCOPE AND LIMITATIONS

This Waiver does not apply to: (a) fraud, willful misconduct, gross negligence, or criminal acts by any Released Party; (b) claims arising after the Effective Date; (c) statutory rights that cannot be waived as a matter of law; or (d) obligations expressly reserved in writing in this Waiver. The Waiver is limited to Administrative Actions and shall not be construed to waive or release any substantive contractual obligations unrelated to administration.

4. CONSIDERATION

The Releasing Party acknowledges receipt of the following consideration from the Administrator, which the Releasing Party agrees is fair, adequate and sufficient consideration for this Waiver:

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Waiver; that the person executing this Waiver on its behalf is duly authorized; and that this Waiver constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

6. RELEASE AND COVENANT NOT TO SUE

In consideration of the promises herein, the Releasing Party covenants and agrees not to institute or prosecute any action, claim, suit or proceeding against any Released Party in respect of any Waived Claim. The Releasing Party further agrees to dismiss with prejudice any pending claims to the extent they constitute Waived Claims.

7. INDEMNIFICATION

The Releasing Party shall indemnify, defend and hold harmless the Released Parties from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach by the Releasing Party of its representations, warranties or covenants set forth in this Waiver or arising from any claim that is not covered by this Waiver.

8. CONFIDENTIALITY

The parties agree that the existence of this Waiver and its material terms shall be kept confidential may be disclosed by the parties, except as required by law, regulation or to a party's legal or financial advisors subject to confidentiality obligations. If confidential, the confidentiality shall endure for years from the Effective Date.

9. NOTICES

All notices, demands or other communications required or permitted under this Waiver 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 in writing in accordance with this Section.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Waiver 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 Waiver 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 achieve the intent of the parties to the fullest extent permitted by law.

13. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Waiver shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision shall not constitute a waiver of that provision or any other provision.

14. COUNTERPARTS

This Waiver 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 deemed originals for all purposes.

ACKNOWLEDGMENT

The parties acknowledge that they have read this Waiver, understand its terms, had the opportunity to seek independent advice, and voluntarily accept its terms.

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