Legal Contingency Release Form

LEGAL CONTINGENCY RELEASE FORM

This Legal Contingency Release Form (the "Agreement") is made as of by and between Releasor Name: with mailing address of (hereinafter "Releasor"), and Releasee Name: with mailing address of (hereinafter "Releasee"). Releasor and Releasee may be referred to collectively as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Releasor asserts a contingent right, claim, interest or lien arising out of or related to the matter described in the Contingency Description below; and

WHEREAS, Releasee and Releasor have negotiated terms under which Releasor shall release and relinquish any and all contingent rights, claims, liens, causes of action, fees and interests described herein in exchange for the consideration set forth below; and

WHEREAS, the Parties desire to set forth in this Agreement the complete and final terms of the release of such contingent rights.

NOW, THEREFORE

In consideration of the mutual promises, covenants and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1 "Contingent Claim" means any asserted or unasserted claim, cause of action, lien, fee, interest or right to payment that depends upon future events or successful prosecution, including any contingency fee or an interest in proceeds of a settlement, judgment or award arising from the matter described in the Contingency Description.

1.2 "Effective Date" means the date set forth in the opening paragraph of this Agreement.

2. CONTINGENCY DESCRIPTION

3. RELEASE

3.1 Release. Effective as of the Effective Date and conditioned upon receipt of the consideration set forth in Section 4, Releasor hereby absolutely and unconditionally releases, acquits and forever discharges Releasee, and Releasee's officers, directors, employees, agents, successors and assigns, from any and all Contingent Claims, whether known or unknown, suspected or unsuspected, contingent or fixed, that Releasor has or may have arising out of or relating to the Contingency Description.

3.2 Scope. This release extends to all claims for attorneys' fees, costs, liens, interests, and any rights to payment contingent on recovery or settlement. Releasor expressly acknowledges that this is a complete bar to any recovery against Releasee for the released matters.

4. CONSIDERATION

4.1 Consideration Amount. In consideration for the release described in Section 3, Releasee shall provide to Releasor the following consideration, receipt of which is hereby acknowledged: (USD) and/or other consideration described as:

4.2 Payment Terms. Payment shall be made in accordance with the following terms:

5. REPRESENTATIONS AND WARRANTIES

5.1 Releasor represents and warrants that Releasor is the lawful owner of the Contingent Claim and has full authority to execute this Agreement and to grant the release herein; that no assignment, lien, charge or encumbrance exists that would impair the effectiveness of this release, except as expressly disclosed in writing to Releasee in the space below:

5.2 Releasor further warrants that Releasor has not previously released the Contingent Claim to any other person in a manner that would conflict with the release granted herein.

6. FURTHER ASSURANCES

Each Party agrees to execute, acknowledge and deliver such other instruments and take such further actions as may be reasonably necessary to carry out the intent and purposes of this Agreement, including any deeds, releases, assignments, or confirmations reasonably requested by the other Party.

7. INDEMNIFICATION

Releasor shall indemnify, defend and hold Releasee harmless from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Releasor's representations, warranties or obligations under this Agreement or arising from any third-party claim that the Contingent Claim was previously assigned, pledged or otherwise encumbered in a manner inconsistent with the representations herein.

8. CONFIDENTIALITY

Unless otherwise indicated below, the Parties agree that the terms, amount and existence of this Agreement shall be confidential and shall not be disclosed to any third party except as required by law or as necessary to effectuate the terms of this Agreement.

Confidentiality applies: Yes No

9. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a Party may designate by notice given in accordance with this Section).

10. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties. The failure of any Party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any subsequent default of the same or similar nature.

11. COUNTERPARTS

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. Facsimile, scanned or electronic signatures shall be deemed original signatures for all purposes.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether oral or written, relating to such subject matter.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the intent of the Parties to the maximum extent permitted by applicable law.

15. SIGNATURES

The Parties acknowledge that they have read and understand this Agreement, that they have had the opportunity to seek independent legal counsel, and that they voluntarily accept the duties and obligations set forth herein.

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