Legal Discharge Form

LEGAL DISCHARGE FORM

This Legal Discharge Form is made effective as of by and between Releasor: whose address is , and Releasee: whose address is . File/Claim Number:

RECITALS

WHEREAS, Releasor asserts certain claims, demands, actions, causes of action, obligations, liabilities and damages, whether known or unknown, suspected or unsuspected, fixed or contingent, arising out of or related to the matters described in the recitals and in the File/Claim Number identified above; and

WHEREAS, Releasee denies any liability but desires to resolve and discharge any and all such claims and potential claims to avoid further expense and uncertainty; and

WHEREAS, the parties intend by this instrument to fully and finally settle, discharge, and release the matters set forth herein upon the terms and conditions contained below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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" shall mean any and all claims, demands, causes of action, suits, debts, accounts, obligations, damages, losses, costs, expenses, and liabilities of any kind, whether known or unknown, arising prior to the Effective Date and relating to the matters described in the recitals.

2. RELEASE AND DISCHARGE

Upon receipt of the consideration described in Section 3, Releasor, on behalf of himself, herself, itself, and its affiliates, heirs, executors, administrators, agents, successors and assigns, hereby irrevocably and unconditionally releases, acquits and forever discharges Releasee and its past, present and future officers, directors, employees, agents, insurers, successors and assigns from any and all Claims arising prior to or on the Effective Date and relating to the matters described in the recitals.

The release set forth in this Section includes, without limitation, any claim for compensatory damages, punitive damages, statutory penalties, interest, attorneys' fees, costs, and any equitable relief. This release applies to both known and unknown claims unless otherwise expressly limited herein.

3. CONSIDERATION

4. SCOPE OF RELEASE

Releasor acknowledges and agrees that the Release is intended to be broad and inclusive and expressly covers all Claims whether or not Releasor suspected or believed to exist in his, her or its favor at the time of executing this instrument. Releasor specifically waives the benefit of any statute or common law principle limiting releases to known claims, including any statute that provides that a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release.

Scope selection: Known claims Unknown claims (including unanticipated or undiscovered claims)

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to consummate the transactions contemplated herein, that the person signing this Agreement on behalf of each party is duly authorized to execute this Agreement, and that the execution and delivery of this Agreement has been duly and validly authorized by all necessary action on the part of such party.

Releasor further represents that, to the best of Releasor's knowledge after reasonable inquiry, no other person or entity has any right to assert the Claims released herein on behalf of Releasor, and that Releasor has not assigned or transferred any interest in the Claims.

6. INDEMNIFICATION

Releasor agrees to indemnify, defend and hold harmless Releasee from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Releasor's representations, warranties or obligations under this Agreement or arising from any third-party claim released by this Agreement but subsequently asserted by any person claiming by, through, or under Releasor.

7. CONFIDENTIALITY

Except as required by law or as necessary to enforce the terms of this Agreement, the parties agree to keep the terms and existence of this Agreement confidential and shall not disclose its terms to any third party without the prior written consent of the other party.

8. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that this Agreement is a compromise of disputed claims and that nothing contained herein shall be construed as an admission by any party of any liability, wrongdoing or violation of law.

9. NOTICES

All notices and communications required or permitted hereunder shall be in writing and shall be deemed given upon personal delivery, on the date delivered if delivered personally, or three (3) business days after deposit in the U.S. mail, certified or registered, return receipt requested, postage prepaid, or three (3) business days after deposit with a nationally recognized overnight courier, addressed to the party at the address set forth above or to such other address as such party may designate by written notice to the other party.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be brought exclusively in the courts located within the selected state, and each party hereby consents to the personal jurisdiction of such courts.

11. 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, of the parties relating thereto. There are no representations, warranties, covenants or obligations except as set forth herein.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the original intent of the parties to the fullest extent permitted by law.

13. AMENDMENTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties hereto. No course of dealing or failure to enforce any right shall operate as a waiver of that right.

14. WAIVER

The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

15. COUNTERPARTS

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. Signatures delivered by electronic means shall be binding and have the same force and effect as original signatures.

16. ADDITIONAL ACKNOWLEDGMENTS

Releasor acknowledges that Releasor has read this Agreement, understands its contents, has been given the opportunity to seek independent legal counsel, and is executing this Agreement voluntarily and with full knowledge of its legal effect.

CLAIMS DESCRIPTION

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