Legal Discharge Documents

LEGAL DISCHARGE DOCUMENTS

This Discharge and Release Agreement (the Agreement) is entered into as of by and between Releasor Name: (Entity Type: Individual Business) and Releasee Name: (Entity Type: Individual Business ).

RECITALS

WHEREAS, Releasor asserts certain claims, demands or causes of action against Releasee arising out of or related to the matters described as:

WHEREAS, the parties desire to fully and finally settle, resolve and discharge all disputes, claims, demands and causes of action between them on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties acknowledge that this Agreement constitutes the entire understanding of the parties with respect to the matters addressed herein and is entered into voluntarily.

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:

"Claims" means any and all claims, causes of action, suits, demands, liabilities, obligations, losses, damages, costs and expenses of every kind and nature, whether known or unknown, suspected or unsuspected, at law or in equity, including but not limited to statutory claims, contract claims, tort claims, and claims for attorneys' fees and costs.

"Effective Date" means the date this Agreement is signed by the last party to sign as shown on the signature page.

2. DISCHARGE AND RELEASE

Subject to the terms and conditions of this Agreement and in consideration of the consideration described in Section 3, Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, agents, assigns and successors, hereby forever releases, acquits, and discharges Releasee and Releasee's past and present officers, directors, employees, agents, insurers, attorneys, affiliates, successors and assigns (collectively, Released Parties) from any and all Claims arising from or related to the matters described in the Recitals, whether known or unknown, suspected or unsuspected, which arose prior to the Effective Date.

This release includes an express waiver of rights under any statute or common law principle that might limit the scope of releases of unknown claims.

3. CONSIDERATION

In full and final consideration for the release set forth in Section 2, Releasee shall provide to Releasor the following consideration: a payment in the sum of USD, payable in accordance with the schedule and method below.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has the full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the person signing on its behalf is duly authorized to execute this Agreement; and (c) the execution and performance of this Agreement does not violate any agreement, order, or obligation binding on such party.

Releasor further represents that Releasor has not assigned, transferred, conveyed, or otherwise disposed of any of the Claims released herein, and that no actions or proceedings are pending assigned by Releasor that would impair the release.

5. COVENANTS

Releasor covenants that Releasor shall not institute, cause to be instituted, or aid in the institution of any action or proceeding asserting any Claim released by this Agreement. Releasor agrees to cooperate reasonably with Releasee in executing and delivering releases and other documents necessary to effectuate the discharge of liens, encumbrances, or claims related to the subject matter of this Agreement.

6. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and the other party's officers, directors, employees and agents from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of this Agreement by the indemnifying party.

7. NO ADMISSION

The parties acknowledge and agree that this Agreement is a compromise of disputed claims and that neither this Agreement nor the furnishing of the consideration shall be construed as an admission of liability or wrongdoing by any party, all such liability being expressly denied.

8. CONFIDENTIALITY

Unless otherwise required by law, the parties agree to keep the terms and existence of this Agreement confidential and not to disclose such information to any third party except as reasonably necessary to enforce this Agreement or as required by applicable law. Confidentiality shall be maintained for a period of years from the Effective Date.

9. TAXES

Each party shall be responsible for its own tax liabilities arising from the consideration provided under this Agreement. Releasor shall be solely responsible for the reporting and payment of any taxes, interest or penalties attributable to payments received pursuant to this Agreement unless otherwise required by law.

10. NOTICES

Any notice or other communication required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by written notice in accordance with this Section.

11. GOVERNING LAW

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

12. 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.

13. SEVERABILITY

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

14. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. The failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce it in the future.

15. COUNTERPARTS; EXECUTION

This Agreement 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. Execution and delivery by electronic means (including scanned signatures transmitted by electronic mail) shall have the same force and effect as delivery of an original.

16. ACKNOWLEDGMENT

Releasor acknowledges that Releasor has read this Agreement, understands its terms, has had the opportunity to consult with legal counsel, and is entering into this Agreement voluntarily and without coercion. Releasor specifically acknowledges that Releasor understands the broad release contained herein and the waiver of unknown claims.

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