Legal Discharge Document

LEGAL DISCHARGE DOCUMENT

This Legal Discharge Document (the "Agreement") is made and entered into as of Effective Date: by and between Releasor Name: with principal address: and Releasee Name: with principal address: .

RECITALS

WHEREAS, Releasor asserts certain claims, obligations, or causes of action described as: (the "Discharged Obligations");

WHEREAS, Releasee disputes liability for the Discharged Obligations but is willing to obtain finality and peace by receiving the consideration set forth in this Agreement;

WHEREAS, the parties desire to resolve all claims, demands, and disputes between them relating to the Discharged Obligations on the terms and conditions set forth below.

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. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Releasor" means the party identified above as Releasor; "Releasee" means the party identified above as Releasee; "Effective Date" means the date set forth above.

2. RELEASE AND DISCHARGE

2.1 Release. Subject to the terms and conditions of this Agreement and in consideration of the promises and consideration described herein, Releasor hereby fully, finally and forever releases, acquits and discharges Releasee, and its past, present and future parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, employees and agents (collectively, the "Releasee Parties"), from any and all claims, demands, liabilities, obligations, actions, causes of action, suits, debts, accounts, covenants, agreements, losses, costs, attorneys' fees and expenses, whether known or unknown, suspected or unsuspected, fixed or contingent, which Releasor has asserted or could have asserted against the Releasee Parties arising out of or relating to the Discharged Obligations through the Effective Date.

2.2 Scope. The release set forth in Section 2.1 includes, without limitation, claims for damages, restitution, penalties, equitable relief, or other remedies of any kind, whether based on contract, tort, statute or common law.

3. CONSIDERATION

In consideration for the releases and covenants contained herein, Releasee shall provide to Releasor the following: If monetary, amount: .

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full right, power and authority to enter into this Agreement and to perform its obligations hereunder, that the person signing on its behalf is authorized to do so, and that the execution and performance of this Agreement will not violate any other agreement to which that party is bound.

5. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that this Agreement is entered into solely to avoid the expense, inconvenience and uncertainty of further disputes or litigation, and this Agreement does not constitute an admission of liability by any party.

6. INDEMNIFICATION

Releasor agrees to indemnify, defend and hold harmless the Releasee Parties from and against any and all third-party claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach by Releasor of this Agreement or any representation or warranty contained herein.

7. CONFIDENTIALITY

Except as required by law, the parties agree to keep the terms and existence of this Agreement confidential and shall not disclose such information to any third party without the prior written consent of the other party; provided, however, that disclosure is permitted to legal advisors, tax advisors, and as required in judicial proceedings to enforce this Agreement.

8. NOTICES

All notices required or permitted to be given under this Agreement shall be in writing and shall be deemed delivered when personally delivered, sent by certified mail return receipt requested, or sent by nationally recognized overnight courier, to the addresses set forth above or to such other address as a party may designate by notice.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state selected by the parties without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for any action arising out of this Agreement.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

11. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remaining provisions shall remain in full force and effect.

12. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any default shall constitute a waiver of any subsequent default.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be valid and binding to the same extent as original signatures.

14. FURTHER ASSURANCES

Each party agrees to execute and deliver such further instruments and to take such further actions as may be reasonably requested to effectuate the intent and purposes of this Agreement.

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