Legal Claim Release Form

LEGAL CLAIM RELEASE FORM

This Legal Claim Release Form (the Agreement) is entered into as of Effective Date: by and between Releasor Name: (Releasor), Releasor Address: and Releasee Name: (Releasee), Releasee Address: .

RECITALS

WHEREAS, Releasor alleges that certain claims, demands, causes of action or liabilities exist against Releasee arising out of or related to the facts, transactions or events described below (the Dispute):

WHEREAS, the Parties desire to settle and resolve fully and finally all disputes, claims and potential claims between them on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For the purposes of this Agreement, the following defined terms apply: "Released Claims" means all claims, actions, causes of action, suits, debts, liabilities, demands, obligations, controversies, breaches, agreements, promises and damages, whether known or unknown, fixed or contingent, at law or in equity, that Releasor has or may have against Releasee arising out of or relating to the Dispute.

2. RELEASE

Subject to receipt of the consideration described in Section 3, Releasor hereby fully, finally and forever releases, acquits and discharges Releasee and Releasee's past, present and future officers, directors, employees, agents, insurers, affiliates and assigns, from and against all Released Claims. This release shall extend to all claims whether known or unknown, suspected or unsuspected, contingent or fixed, to the maximum extent permitted by law.

Releasor acknowledges and understands that by executing this Agreement Releasor may be waiving rights with respect to claims of which Releasor is not presently aware. To the extent permitted by law, Releasor expressly waives any rights under any statute or common law doctrine that would limit the scope of this general release.

3. CONSIDERATION

In full consideration for the releases set forth herein, Releasee shall provide to Releasor the following: Payment Amount: ; or Other Consideration: .

Payment shall be made in accordance with the schedule and method set forth below. Receipt of such consideration by Releasor is an essential term of this Agreement.

4. REPRESENTATIONS AND WARRANTIES

Releasor represents and warrants to Releasee that Releasor has the full right, power and authority to enter into this Agreement and to execute the releases provided for herein; that Releasor is the sole owner of the claims released herein; and that no other person or entity has any interest in or claim to the Released Claims. Releasor further represents that Releasor has made no assignment of any Released Claims to any third party.

5. NO ADMISSION OF LIABILITY

The Parties agree that neither this Agreement nor the furnishing of the consideration described herein shall be construed as an admission of liability, wrongdoing or fault by Releasee, and Releasee expressly disclaims any such liability.

6. CONFIDENTIALITY

Unless otherwise indicated below, the Parties agree that the terms, amounts and existence of this Agreement shall be kept confidential by the Parties and shall not be disclosed to any third party except to the extent disclosure is required by law, necessary to enforce this Agreement, or to a Party's professional advisers who agree to maintain confidentiality.

7. INDEMNIFICATION

Releasor agrees to indemnify, defend and hold harmless Releasee from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any breach by Releasor of any representation, warranty or covenant contained in this Agreement or out of any claim that Releasor lacked authority to execute this Agreement.

8. COOPERATION

The Parties agree to execute and deliver such further documents and to take such further actions as may be reasonably necessary to effectuate the purpose and intent of this Agreement.

9. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or delivered by nationally recognized overnight courier to the addresses set forth below or to such other address as either Party may designate in writing.

10. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by both Parties. The failure of either Party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any subsequent default or failure of performance.

11. SEVERABILITY; ENTIRE AGREEMENT

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remainder of this Agreement shall remain in full force and effect. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12. GOVERNING LAW; COUNTERPARTS

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to principles of conflicts of law: Governing State:

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.

13. TAX MATTERS

Each Party is responsible for its own taxes arising from the consideration paid or received pursuant to this Agreement. Releasor agrees to provide any information reasonably necessary for Releasee to comply with any tax reporting obligations.

14. ADDITIONAL ACKNOWLEDGMENTS

Releasor acknowledges that Releasor has read this Agreement, that Releasor fully understands its terms and consequences, and that Releasor has had the opportunity to consult with independent legal counsel prior to executing this Agreement. Releasor further acknowledges that Releasor is not relying on any representations or statements made by Releasee or Releasee's representatives other than those expressly set forth herein.

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