Legal Contract & Release Form

LEGAL CONTRACT & RELEASE FORM

This Legal Contract & Release Form (the "Agreement") is made and entered into as of by and between Releasor: , whose principal address is , and Releasee: , whose principal address is .

RECITALS

WHEREAS, Releasor asserts certain claims, demands or causes of action against Releasee arising out of or relating to the events described as: (the "Incident");

WHEREAS, the parties desire to settle and resolve fully and finally any and all claims, disputes and controversies, whether known or unknown, suspected or unsuspected, asserted or unasserted, that relate to the Incident; and

WHEREAS, the parties acknowledge that this Agreement is intended to avoid the uncertainty, expense and delay of litigation and to provide a complete and final resolution of any and all matters between them arising from the Incident.

NOW, THEREFORE

In consideration of the mutual covenants and payments set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For the purposes of this Agreement, the following terms have the meanings indicated:

"Released Claims" means any and all claims, demands, causes of action, suits, liabilities, obligations, losses, damages, costs and expenses (including attorneys' fees) whether known or unknown, fixed or contingent, suspected or unsuspected, that Releasor has or may have against Releasee arising out of or in any way related to the Incident or the subject matter described above.

2. RELEASE

Subject to the terms and conditions of this Agreement, Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, insurers, agents, assigns and successors, hereby fully, finally and forever releases and discharges Releasee and Releasee's past, present and future subsidiaries, affiliated entities, predecessors, successors, assigns, officers, directors, employees, agents, insurers and attorneys (collectively, "Releasee Parties") from any and all Released Claims.

This Release expressly includes, without limitation, claims for negligence, breach of contract, statutory violations, strict liability, misrepresentation, personal injury, property damage, and any other theory of liability, whether arising in law or in equity.

3. CONSIDERATION

Releasee shall pay the Consideration described above to Releasor in full satisfaction of the obligations under this Agreement. Payment shall be made in the manner and on the date set forth below.

4. EXCEPTIONS

Notwithstanding the foregoing, this Agreement does not release claims that cannot be released as a matter of law, including claims for workers' compensation benefits or other non-waivable statutory rights. Any claim expressly reserved below will survive this Release:

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has the full power and authority to enter into this Agreement; (b) the person signing this Agreement for each party is authorized to do so; (c) no other party has any claim assigned to them that would impair the releases herein; and (d) it has consulted with or had the opportunity to consult with legal counsel regarding this Agreement.

6. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that this Agreement is a compromise of disputed claims and that the payment of consideration and execution of this Agreement shall not be construed as an admission of liability or fault by any party, all such liability being expressly denied.

7. CONFIDENTIALITY

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, to legal or financial advisors on a need-to-know basis, or as otherwise agreed in writing by the parties.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, costs and expenses (including reasonable attorneys' fees) arising from a breach of any representation, warranty or covenant contained in this Agreement.

9. TAXES

Each party shall be responsible for its own tax obligations, and Releasee shall have no obligation to withhold taxes from any payment unless required by applicable law. Releasor acknowledges responsibility for reporting any amounts received as required by applicable tax law.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered personally, three business days after deposit in the U.S. mail, postage prepaid, or upon delivery to an overnight courier service, addressed as follows:

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any action arising out of this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

13. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

14. SURVIVAL

The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement shall so survive, including but not limited to the Release, Confidentiality, Indemnification, Taxes, and Governing Law provisions.

ACKNOWLEDGMENT

Releasor acknowledges that Releasor has carefully read this Agreement, understands its terms, and has had the opportunity to seek independent legal advice. Releasor further acknowledges that Releasor is executing this Agreement voluntarily and knowingly.

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