Legal CER Form

LEGAL CER FORM

This Certificate of Execution and Release (the "CER") is made effective as of , , by and between Client Name: , whose address is , and Recipient Name: , whose address is .

RECITALS

WHEREAS, the parties have reached a final agreement resolving certain disputes, claims, or obligations identified in the settlement instruments and related documents executed contemporaneously with this CER; and

WHEREAS, the parties desire to confirm execution, delivery, consideration, and the full and final release of claims described herein and to establish certain continuing obligations and certifications by the parties as set forth below; and

WHEREAS, the parties intend by this CER to evidence the receipt of consideration, the execution of release language, and the certification that no additional claims exist beyond those expressly reserved in writing.

NOW, THEREFORE

In consideration of the mutual promises contained in this CER and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. CERTIFICATION AND RELEASE

1.1 Certification of Execution. Each party certifies that it has executed and delivered all documents necessary to effectuate the settlement and release obligations described in the recitals and that any signature pages appended to the settlement instruments are true, correct, and binding on the certifying party.

1.2 General Release. Subject to the express exceptions stated in writing in the settlement instruments signed contemporaneously with this CER, Client Name hereby fully and forever releases, acquits, and discharges Recipient Name and its affiliates, agents, successors and assigns from any and all claims, demands, actions, causes of action, liabilities, obligations, and damages of every kind and nature, whether known or unknown, suspected or unsuspected, arising on or before the Effective Date.

2. PAYMENT AND CONSIDERATION

2.1 Acknowledgment of Payment. Recipient Name acknowledges receipt of consideration in the amount of $ (the "Consideration"), which Consideration constitutes full and complete satisfaction of the monetary obligations expressly described in the settlement instruments.

2.2 Method of Payment. The Consideration was paid by:

3. REPRESENTATIONS AND WARRANTIES

3.1 Authority. Each party represents and warrants that it has full corporate or individual power and authority to enter into this CER and to perform its obligations hereunder and that the person executing this CER on behalf of any entity is duly authorized to bind that entity.

3.2 No Further Claims. Each party represents that, except as expressly reserved in writing in the settlement instruments, it knows of no claims, causes of action, or demands against the other party arising prior to the Effective Date that are not released herein.

4. CONFIDENTIALITY

4.1 Confidential Terms. The parties agree that the terms, amounts, and circumstances of the settlement and this CER are confidential and shall not be disclosed to third parties except as required by law or as necessary to enforce this CER, provided that the disclosing party gives prompt written notice to the other party where legally permissible.

5. INDEMNIFICATION

5.1 Indemnity for Breach. Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees, agents and affiliates from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from any breach of its representations, warranties or obligations under this CER.

6. NOTICES

All notices, demands or other communications required or permitted under this CER shall be in writing and delivered to the addresses set forth below by hand, overnight courier, or certified mail (return receipt requested):

7. MISCELLANEOUS

7.1 Governing Law. This CER shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below without regard to choice-of-law principles.

7.2 Entire Agreement. This CER, together with the settlement instruments executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and understandings, whether written or oral.

7.3 Severability. If any provision of this CER is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and such invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

7.4 Amendments and Waiver. No amendment, modification, or waiver of any provision of this CER shall be effective unless in writing and signed by both parties. No waiver by a party of any breach shall be deemed a waiver of any subsequent breach.

7.5 Counterparts. This CER may be executed in one or more 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 transmission shall be deemed original signatures for all purposes.

ACKNOWLEDGMENT

Each undersigned party acknowledges that it has read this CER, fully understands its terms, and executes it voluntarily and with full authority to do so. Each party further acknowledges receipt of the Consideration and that this CER is intended to be a final release as set forth herein.

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