Legal Court Release

LEGAL COURT RELEASE

This Legal Court Release (the "Release") is made and entered into as of Effective Date: by and between Plaintiff Name: ("Releasor") and Defendant Name: ("Releasee"), in connection with the action styled: Case Caption: , Case No.: , pending before Court Name: , County: , State: .

Recitals

WHEREAS, Releasor commenced or threatened to commence the above-captioned action against Releasee alleging certain claims arising out of the facts and occurrences described in the Complaint; and

WHEREAS, the Parties desire to resolve and settle all disputes, claims, demands, and causes of action that were or could have been asserted in the above-captioned action or that arise out of the same factual predicate, without admission of liability by any Party, and to avoid the expense, risk, and uncertainty of continued litigation; and

WHEREAS, in consideration of the terms set forth herein, Releasee has agreed to provide consideration to Releasor, and Releasor is willing to accept such consideration and execute this Release.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Release of Claims

1.1 Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, agents, assigns and attorneys, hereby fully and forever releases and discharges Releasee and Releasee's past and present officers, directors, shareholders, parents, subsidiaries, affiliates, insurers, predecessors, successors, agents, attorneys and employees (collectively, the "Released Parties"), from any and all claims, demands, actions, causes of action, suits, debts, liabilities, damages, obligations, costs and expenses (including attorneys' fees) of every nature and description, whether known or unknown, suspected or unsuspected, fixed or contingent, that Releasor ever had, now has, or may hereafter claim to have against the Released Parties arising out of or relating to the facts alleged or that could have been alleged in the above-captioned action through the Effective Date of this Release.

2. Consideration and Payment

2.1 In full consideration for the promises contained in this Release, Releasee shall pay to Releasor the sum of: (the "Settlement Payment"). The Settlement Payment shall be payable by Releasee to Releasor by the following method: , on or before Payment Date: .

2.2 Releasor acknowledges and agrees that the Settlement Payment shall be the sole monetary remedy available under this Release and that no additional sums shall be payable by Releasee except as expressly stated herein.

3. Dismissal of Action

3.1 Within days after the Effective Date or within five business days after receipt of the Settlement Payment, whichever is later, the Parties shall cooperate to cause the above-captioned action to be dismissed with prejudice and without costs to any Party, and each Party shall execute and file any documents reasonably required to effectuate such dismissal.

4. No Admission of Liability

4.1 The Parties acknowledge that this Release, including the Settlement Payment and any other actions taken pursuant to this Release, is not and shall not be construed as an admission of liability or wrongdoing by any Party, and such liability is expressly denied.

5. Representations and Warranties

5.1 Each Party represents and warrants that it has full power and authority to enter into this Release and to perform its obligations hereunder; that the person executing this Release on behalf of each Party is duly authorized to do so; and that neither the execution nor the performance of this Release will violate any applicable law or contractual obligation.

5.2 Releasor further represents and warrants that Releasor has not assigned or transferred, or purported to assign or transfer, to any person or entity any right, claim or cause of action released by this Release.

6. Confidentiality

6.1 The Parties acknowledge that the settlement terms shall be: Confidential Non-Confidential

7. Indemnification

7.1 Releasor agrees to indemnify, defend and hold harmless Releasee from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Releasor's representations, warranties or covenants contained in this Release.

8. Notices

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

9. Governing Law

9.1 This Release shall be governed by and construed in accordance with the laws of the State of , without regard to choice of law principles that would apply the law of another jurisdiction.

10. Entire Agreement

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

11. Severability

11.1 If any provision of this Release is held to be invalid, illegal or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and this Release shall be construed and enforced as if such invalid, illegal or unenforceable provision had never comprised a part hereof.

12. Amendments; Waiver; Counterparts

12.1 This Release may be amended only by a written instrument executed by both Parties. No waiver of any term or condition of this Release shall be effective unless in writing and signed by the waiving Party. 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.

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