Legal Bond Waiver

LEGAL BOND WAIVER

This Legal Bond Waiver (the "Waiver") is entered into as of Effective Date: by and between Releasor Name: with principal place of business at Releasor Address: , and Releasee Name: with principal place of business at Releasee Address: . Releasor and Releasee are sometimes each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Releasee issued a bond identified as Bond Number , Bond Type: (the "Bond"), for the benefit of Releasor in connection with Project/Obligation: .

WHEREAS, Releasor asserts certain claims, demands or rights against the Bond and against Releasee arising from events occurring on or before , including but not limited to claims in the amount of (the "Claims").

WHEREAS, the Parties desire to fully and finally resolve all matters arising out of or related to the Bond and the Claims on the terms stated herein.

NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration set forth below, the Parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Waiver shall have the meanings ascribed to them in the Recitals and as set forth below. "Claims" means all claims, demands, causes of action, liabilities, obligations, costs, losses and expenses (including attorneys' fees) that Releasor has asserted or could assert against Releasee arising from or related to the Bond through the Effective Date.

2. WAIVER AND RELEASE

Upon the terms and subject to the conditions set forth in this Waiver, Releasor, for itself, its heirs, successors, assigns and legal representatives, hereby irrevocably and unconditionally releases, remises and forever discharges Releasee and its affiliates, successors, assigns, officers, directors, employees, attorneys and agents (collectively, the "Releasee Parties") from any and all Claims, whether known or unknown, suspected or unsuspected, that arise out of or relate to the Bond up to and including the Effective Date.

3. SCOPE OF RELEASE

The waiver and release in Section 2 includes, without limitation, release of claims for payment, enforcement of bond obligations, claims for interest, penalties, consequential damages, punitive damages and attorneys' fees to the maximum extent permitted by applicable law. Releasor acknowledges that this Waiver extinguishes any right to pursue the Released Claims in any forum.

4. CONSIDERATION

In consideration for the foregoing release, Releasee shall provide the following consideration to Releasor:

5. CONDITIONS PRECEDENT

This Waiver shall become effective upon satisfaction of the following condition(s): (a) receipt by Releasor of the consideration described in Section 4; and (b) full execution of this Waiver by authorized representatives of both Parties. The Parties intend that the Effective Date set forth above reflect the date upon which all conditions for effectiveness are satisfied.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full corporate or individual 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 it in accordance with its terms. Releasor represents that it has not previously assigned any right, claim or interest released by this Waiver.

7. INDEMNIFICATION

Releasor agrees to indemnify, defend and hold harmless the Releasee Parties from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any claim by a third party to the extent such claim is based on facts or causes of action released by this Waiver or on Releasor's breach of any representation, warranty or covenant in this Waiver.

8. NO ADMISSION OF LIABILITY

This Waiver is a compromise and settlement of disputed claims and shall not be construed as an admission of liability, wrongdoing or fault by any Party for any purpose. Neither the execution nor the performance of this Waiver shall be admissible as evidence of any admission in any proceeding except to enforce the terms of this Waiver.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Waiver shall be in writing and delivered to the Parties at the addresses set forth below (or at such other address as a Party may designate by notice pursuant to this Section).

10. GOVERNING LAW

This Waiver shall be governed by and construed in accordance with the laws of the state identified below, without regard to conflicts of law principles.

11. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

This Waiver constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Waiver is held to be invalid or unenforceable, the remainder of this Waiver shall remain in full force and effect. No modification, amendment or waiver of any provision of this Waiver shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver by either Party of any breach shall be deemed a waiver of any other or subsequent breach. This Waiver may be executed in counterparts and by electronic or facsimile signature, each of which shall be deemed an original.

12. ADDITIONAL PROVISIONS

REPRESENTATIVE AUTHORITY

Each undersigned representative hereby certifies and warrants that he or she has full power and authority to execute and deliver this Waiver on behalf of the Party for which they sign and to bind such Party to the terms hereof.

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