Legal Discharge Acknowledgment

LEGAL DISCHARGE ACKNOWLEDGMENT

This Legal Discharge Acknowledgment (the Agreement) is made as of Effective Date: by and between Releasor Name: with Releasor Address: and Releasee Name: with Releasee Address: .

RECITALS

WHEREAS, Releasor and Releasee entered into an agreement, transaction, or obligation described as: dated (the Underlying Obligation);

WHEREAS, the parties wish to evidence the full and final discharge of certain obligations and to resolve any and all claims arising out of or relating to the Underlying Obligation as described below;

WHEREAS, in consideration of the matters set forth in this Agreement and the mutual covenants contained herein, the parties desire to set forth their rights and obligations in writing.

NOW, THEREFORE, in consideration of the mutual promises contained herein and 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 Agreement, the following terms shall have the meanings set forth below: "Claims" means any and all claims, causes of action, liabilities, obligations, demands, losses, damages, costs, and expenses (including reasonable attorneys' fees) whether known or unknown, foreseen or unforeseen, suspected or unsuspected, arising out of or relating to the Underlying Obligation.

2. ACKNOWLEDGMENT OF DISCHARGE

Releasor hereby acknowledges and agrees that Releasee is discharged from the obligations described in the Underlying Obligation to the extent set forth herein. The parties record that the obligations subject to discharge are described as:

The total amount or value acknowledged as discharged is: . Such discharge shall be deemed full and final as of the Effective Date stated above.

3. RELEASE

In consideration of the foregoing, Releasor, on behalf of Releasor and Releasor's agents, representatives, successors and assigns, irrevocably and unconditionally releases and forever discharges Releasee, and its past, present and future officers, directors, employees, agents, affiliates, insurers, successors and assigns, from any and all Claims arising from or relating to the Underlying Obligation through the Effective Date, whether known or unknown, fixed or contingent.

4. NO ADMISSION OF LIABILITY

The parties agree that this Agreement is entered into to settle disputed matters and to effect a discharge and is not, and shall not be construed as, an admission of liability, fault, or wrongdoing by any party.

5. CONSIDERATION

As consideration for the release and discharge contained in this Agreement, the parties acknowledge that the following consideration has been provided: and any related non-monetary performance described as:

6. REPRESENTATIONS AND WARRANTIES

Releasor represents and warrants to Releasee that Releasor has full power and authority to enter into this Agreement and to perform the obligations herein, that Releasor has not assigned any rights to third parties with respect to the Claims released herein, and that no action other than this Agreement is pending or threatened against Releasor that would impair the effectiveness of this discharge.

Releasor acknowledges having been given a reasonable opportunity to consult with independent legal counsel regarding the terms and effect of this Agreement: I acknowledge I have had the opportunity to consult counsel

7. INDEMNIFICATION

Releasor agrees to indemnify, defend and hold harmless Releasee from and against any losses, liabilities, claims or expenses (including reasonable attorneys' fees) arising out of any breach by Releasor of any representation, warranty or covenant contained in this Agreement or arising out of any Claims retained by Releasor contrary to the terms hereof.

8. CONFIDENTIALITY

The parties agree that the terms and existence of this Agreement shall be confidential and shall not be disclosed to any third party, except as required by law or as necessary to enforce this Agreement. If disclosure is required by law, the disclosing party shall, to the extent permitted, provide prior written notice to the other party.
Confidentiality applies to this Agreement:

9. NOTICES

Notices to Releasor

Notices to Releasee

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State specified below without regard to choice-of-law principles. The parties agree that the courts located in the judicial district specified below shall have exclusive jurisdiction to resolve disputes under this Agreement.

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

11. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by any party in exercising any right under this Agreement shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. EXECUTION

This Agreement may be executed by electronic signature, facsimile, or in counterparts, each of which shall be deemed an original. The parties each represent and warrant that the individual signing below is duly authorized to execute and deliver this Agreement on behalf of the party for whom the individual signs.

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