Legal Clincher Release Form

LEGAL CLINCHER RELEASE FORM

This Legal Clincher Release Form (Effective Date: ) is entered into by and between Client Name: , with an address at (hereafter "Releasor"), and Releasee Name: , with an address at (hereafter "Releasee"). Releasor and Releasee are collectively the "Parties."

RECITALS

WHEREAS, a dispute, claim or potential claim exists between the Parties arising out of or related to the matters described as:

WHEREAS, the Parties desire to fully, finally and forever resolve and settle all disputes, claims and causes of action relating to the matters described above on the terms set forth in this Release; and

WHEREAS, in consideration of the mutual promises set forth below and other good and valuable consideration the sufficiency of which is acknowledged, the Parties intend by this instrument to effect a complete release, discharge and covenant not to sue as set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties agree as follows:

1. RELEASE

Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, agents, representatives, insurers, successors and assigns, hereby forever releases and discharges Releasee and Releasee's past and present officers, directors, employees, agents, affiliates, representatives, insurers, attorneys, predecessors, successors and assigns (collectively, the "Released Parties") from any and all claims, demands, liabilities, causes of action, suits, debts, accounts, contracts, agreements, promises, losses, damages, costs and expenses (including attorneys' fees) whether known or unknown, suspected or unsuspected, disclosed or undisclosed, direct or indirect, fixed or contingent, that Releasor may have or claim to have that arise out of, are connected with, or relate in any way to the matters described in the Recitals as of the Effective Date.

2. CONSIDERATION

In consideration for the release set forth in Section 1, Releasee agrees to provide the following to Releasor: Payment Amount: $; Payable To: ; Payment Terms: . Payment to be made on or before .

3. COVENANT NOT TO SUE

Releasor covenants and agrees not to file, commence or prosecute any action, claim, suit or proceeding against any of the Released Parties arising out of or relating to the matters released in Section 1. This covenant extends to administrative, regulatory and judicial proceedings.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has the full power and authority to enter into this Release and to perform its obligations hereunder; (b) the person signing this Release on its behalf is authorized to do so; and (c) no other person or entity has any interest in or claim to the consideration paid under this Release. Releasor further represents that Releasor has not assigned or transferred any right or claim released herein.

5. NO ADMISSION OF LIABILITY

The Parties acknowledge and agree that this Release is a compromise of disputed claims and that neither the execution nor the performance of this Release shall be construed as an admission of liability, fault or wrongdoing by any Party, all such liability being expressly denied.

6. INDEMNIFICATION

Releasor agrees to indemnify, defend and hold harmless the Released Parties from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach by Releasor of any representation, warranty or covenant contained in this Release.

7. CONFIDENTIALITY

The Parties agree that the terms, amount of consideration and negotiations leading to this Release shall be kept confidential by the Parties and their advisors, except as required by law, compelled disclosure, or as necessary to enforce this Release. Exceptions to confidentiality:

8. TAXES

Each Party shall be responsible for its own tax liabilities arising from the consideration received under this Release. If any withholding or reporting is required by applicable law, the Party required to withhold shall remit such amounts to the appropriate authority and provide the other Party with evidence of such remittance upon request.

9. NOTICES

Notices to Releasor

Notices to Releasee

10. AMENDMENTS; WAIVER

This Release may be amended or modified only by a written instrument executed by the Parties. No waiver by any Party of any breach or default shall constitute a waiver of any other right hereunder or of any subsequent breach or default.

11. COUNTERPARTS

This Release 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. Delivery by electronic transmission of an executed signature page shall be effective to bind the transmitting Party.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Release shall be governed by and construed in accordance with the laws of the State of , without regard to choice-of-law principles. If any provision of this Release is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. This Release constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

13. FURTHER ASSURANCES

Each Party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Release.

ACKNOWLEDGMENT

Releasor acknowledges that Releasor has read this Release, understands its terms, has had the opportunity to consult with counsel, and executes this Release voluntarily and with full knowledge of its significance.

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