Legal Declaration Waiver

LEGAL DECLARATION WAIVER

This Legal Declaration Waiver (the "Waiver") is made and entered into on this day of , by and between Declarant Name: with address at ("Declarant"), and Recipient Name: with address at ("Recipient").

Recitals

WHEREAS, Declarant has prepared and delivered to Recipient a written declaration stating certain facts, statements, and acknowledgements concerning (the "Declared Matter"); and

WHEREAS, Recipient requires an express waiver and release from Declarant regarding claims, remedies, or objections that might otherwise arise from the Declared Matter; and

WHEREAS, Declarant is willing to provide such declaration, waiver and release on the terms and conditions set forth below in consideration of the mutual promises contained herein.

N O W, T H E R E F O R E, in consideration of the mutual covenants and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Definitions

For purposes of this Waiver the following terms shall have the following meanings: "Claims" means any and all past, present or future claims, demands, causes of action, obligations, liabilities, damages, losses, costs and expenses (including attorneys' fees) whether known or unknown, asserted or unasserted, suspected or unsuspected, arising out of or related to the Declared Matter.

2. Declarant's Declaration

Declarant hereby affirms and certifies that the facts set forth in the Statement of Facts below are true and accurate to the best of Declarant's knowledge and belief, and that Declarant makes this Declaration voluntarily, without duress or undue influence.

3. Waiver and Release

Subject to the terms of this Waiver, Declarant hereby irrevocably and unconditionally waives, releases and forever discharges Recipient and its officers, directors, employees, agents, successors and assigns from any and all Claims arising from or related to the Declared Matter, whether based in contract, tort, statute, equity or other theory of liability, and whether known or unknown at the time of execution of this Waiver.

4. Scope of Waiver

The waiver and release in Section 3 shall apply to Claims arising on or prior to the Effective Date and shall extend to Claims not presently known or suspected by Declarant. Declarant expressly acknowledges the risk that the facts and legal theories relevant to Claims may change, and nonetheless elects to provide a full waiver and release covering such possibilities.

5. Consideration

In consideration for the obligations and releases set forth in this Waiver, Recipient shall provide to Declarant the following consideration: If monetary, amount:

6. Representations and Warranties

Declarant represents and warrants that: (a) Declarant has the full right, power and authority to execute and deliver this Waiver and to perform the obligations contained herein; (b) the execution, delivery and performance of this Waiver by Declarant does not and will not violate any agreement to which Declarant is a party; and (c) the Statement of Facts is true and correct in all material respects as of the date of execution.

7. Indemnification

Declarant agrees to indemnify, defend and hold harmless Recipient from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from any breach of the representations in Section 6, or any willfully false or fraudulent statement contained in the Statement of Facts.

8. Confidentiality

Unless otherwise designated below, the parties agree that the existence of this Waiver and the Statement of Facts shall be treated as Confidential and shall not be disclosed to third parties except as required by law or as necessary to enforce this Waiver.

9. Notices

Notices shall be in writing and shall be deemed delivered when personally delivered, delivered by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, to the address provided above or to such other address as a party may designate by notice.

10. Amendments; Waiver

This Waiver may be amended or modified only by a written instrument executed by both parties. No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver, and no waiver of any breach shall constitute a waiver of any subsequent breach.

11. Governing Law; Venue

This Waiver shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles. Any action to enforce this Waiver shall be brought exclusively in the state or federal courts located in the county specified by the governing law.

12. Entire Agreement; Severability

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

13. Counterparts; Electronic Signatures

This Waiver 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 transmitted by electronic means shall be deemed to be original signatures for all purposes.

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