Legal Disbursement Form

LEGAL DISBURSEMENT FORM

This Legal Disbursement Form (the "Form") is executed by the parties identified below to authorize and document a monetary disbursement. Payor: ; Payee: . Effective Date: .

RECITALS

WHEREAS, Payor and Payee entered into certain dealings, obligations, or an agreement that give rise to an obligation to disburse funds to Payee; and

WHEREAS, the parties desire to document the authorization, method, conditions, and legal effect of the disbursement and to allocate related responsibilities, taxes, and indemnities; and

WHEREAS, Payor requires written authorization and certain representations from Payee to effectuate the payment and to obtain a release of related claims upon receipt of funds.

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

1. DEFINITIONS

For purposes of this Form, the following terms shall have the meanings set forth below: "Disbursement" means the transfer of funds from Payor to Payee pursuant to Section 2; "Disbursement Date" means the date on which funds are delivered to Payee's designated account or instrument.

2. AUTHORIZATION OF DISBURSEMENT

Payor hereby authorizes a Disbursement in the principal amount of $ (the "Amount") to Payee for the purpose described below. Disbursement Date: .

3. PAYMENT METHOD

Payment shall be made by one of the following methods (select as applicable). Selected method(s) constitute the agreed instrument for the Disbursement.

Wire transfer    Check    ACH    Other:

4. PAYEE PAYMENT INSTRUCTIONS

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Form and to perform its obligations hereunder. Payee further represents that the payment instructions provided are accurate and that receipt of the Amount will fully satisfy the obligation described in Section 2 to the extent indicated by this Form.

6. RELEASE UPON PAYMENT

Upon receipt of the Amount in cleared funds in accordance with the payment instructions, Payee shall release and forever discharge Payor from any and all claims, demands, liabilities, expenses, and causes of action arising from the matters described in the Recitals to the extent expressly released by the parties. This release is effective without further act except the confirmation of receipt by Payee.

7. TAXES AND WITHHOLDING

Unless otherwise required by applicable law, Payor shall not withhold taxes from the Amount paid hereunder. Payee shall be solely responsible for reporting and paying any taxes applicable to the Amount. If required by law to withhold, Payor shall provide Payee written notice of such withholding and shall remit withheld amounts to the appropriate authority, with an accounting to Payee.

8. INDEMNIFICATION

Payee shall indemnify, defend and hold harmless Payor and its officers, directors, agents and employees from and against any losses, liabilities, claims, damages, costs or expenses (including reasonable attorneys' fees) arising out of or relating to any inaccurate payment instructions, breaches of Payee's representations, or claims by third parties related to the Disbursement, except to the extent caused by Payor's gross negligence or willful misconduct.

9. RECORDS AND AUDIT

Each party shall retain records supporting the Disbursement for a period of days from the Disbursement Date and shall provide copies of such records to the other party upon reasonable request for verification of compliance with this Form.

10. NOTICES

All notices required or permitted under this Form shall be in writing and delivered to the addresses below by hand, nationally recognized overnight carrier, or certified mail (return receipt requested), and shall be effective upon receipt.

11. GOVERNING LAW; VENUE

This Form shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes under this Form.

12. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

This Form constitutes the entire agreement between the parties with respect to the Disbursement and supersedes all prior agreements and understandings, whether written or oral, relating thereto. If any provision of this Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Form may be amended only by a written instrument signed by both parties.

13. COUNTERPARTS; ELECTRONIC SIGNATURES; WAIVER

This Form 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. Signatures transmitted by facsimile or electronic means shall be binding and treated as original signatures. No waiver of any provision of this Form shall be effective unless in writing and signed by the party waiving compliance.

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