Legal Deed of Release

LEGAL DEED OF RELEASE

This Deed of Release (this "Deed") is made effective as of by and between Releasor Name: whose address for notices is set forth below, and Releasee Name: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Releasor asserts that Releasor has certain claims, causes of action, demands, rights, liabilities and damages arising out of or relating to the matters described as follows:

WHEREAS, the Parties desire to settle fully and finally all disputes, claims and differences between them, whether known or unknown, suspected or unsuspected, that relate to or arise from the matters described above, subject to the terms and conditions set forth in this Deed.

WHEREAS, in consideration of the mutual promises and other good and valuable consideration set forth in this Deed, the Parties intend by this instrument to effect a final release and discharge of all such claims.

NOW, THEREFORE

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

1. DEFINITIONS

In this Deed, unless the context requires otherwise: (a) "Released Claims" means any and all claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, and liabilities of any nature, whether at law or in equity and whether known or unknown, suspected or unsuspected, which Releasor ever had, now has or hereafter may have against Releasee arising out of or related to the matters described in the Recitals; (b) "Released Parties" means Releasee and Releasee's officers, directors, shareholders, employees, agents, affiliates, insurers, successors and assigns.

2. RELEASE

Subject to the payment and performance obligations set forth herein, Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, successors and assigns, absolutely and unconditionally releases and forever discharges the Released Parties from any and all Released Claims, whether known or unknown, contingent or fixed, suspected or unsuspected, that arose on or prior to the Effective Date.

3. CONSIDERATION

In consideration for the release set forth in Section 2, Releasee shall cause to be paid to Releasor the sum of (the "Consideration") in accordance with the following terms:

4. NO ADMISSION OF LIABILITY

The Parties acknowledge and agree that this Deed is a compromise of disputed claims and the payment of the Consideration and the performance of the obligations hereunder shall not be construed as an admission of liability, fault, or wrongdoing by any Party, all such liability being expressly denied.

5. REPRESENTATIONS AND WARRANTIES

Releasor represents and warrants to Releasee that: (a) Releasor has full power and authority to execute and deliver this Deed and to perform Releasor's obligations hereunder; (b) Releasor has not assigned, transferred or encumbered, and will not assign or transfer, any Released Claims; (c) Releasor has read and understands the terms of this Deed and is entering into it voluntarily and with full knowledge of its legal effect.

6. COVENANT NOT TO SUE

Releasor covenants and agrees that Releasor will not commence, maintain or prosecute any action, suit or proceeding against any of the Released Parties with respect to any of the Released Claims. This covenant is intended to be a complete bar to any such proceedings.

7. INDEMNIFICATION

Releasor agrees to indemnify, defend and hold harmless the Released Parties from and against any losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Releasor's representations, warranties or covenants contained in this Deed or any allegation that any released claim was assigned or transferred to a third party.

8. NOTICES

All notices, requests, demands and other communications under this Deed shall be in writing and shall be delivered to the Parties at the addresses set forth below or at such other address as either Party may designate by notice to the other in accordance with this Section.

9. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Deed shall be effective unless it is in writing and signed by the Party against whom enforcement is sought. No failure or delay by any Party in exercising any right shall operate as a waiver of that right.

10. COUNTERPARTS

This Deed 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. A facsimile or electronic copy of a signature shall be effective as an original signature.

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT

This Deed 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 thereto.

13. SEVERABILITY

If any provision of this Deed is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial objectives of the Parties.

14. MISCELLANEOUS

The headings used in this Deed are for convenience only and shall not affect the interpretation of this Deed. This Deed shall bind and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors and permitted assigns.

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