Legal Discharge Letter

LEGAL DISCHARGE LETTER

This Legal Discharge Letter (the "Letter") is made and entered into on this day: Day Month Year , by and between Party A: with principal address , and Party B: with principal address .

Recitals

WHEREAS, Party A asserts certain claims, demands, liabilities, or obligations against Party B arising out of or related to the matters described in the attached Scope of Discharge; and

WHEREAS, Party B disputes the existence or extent of such claims but desires to obtain a final discharge and release from Party A in exchange for the consideration set forth below; and

WHEREAS, the parties intend by this Letter to provide a full, final, and irrevocable discharge and mutual release of claims to the extent set forth herein.

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

1. Discharge and Release

1.1 Discharge. Subject to the terms of this Letter, Party A hereby fully, finally and forever releases, discharges and covenants not to sue Party B and Party B's affiliates, successors, assigns, officers, directors, agents and employees (collectively, the "Released Parties") from any and all claims, causes of action, demands, liabilities, obligations, losses, costs and expenses, whether known or unknown, asserted or unasserted, that Party A has or may have related to the matters described in the Scope of Discharge.

1.2 Scope. The discharge described in Section 1.1 covers all claims arising up to and including the Effective Date and extends to both statutory and common law claims, whether for damages, injunctive relief, declaratory relief or equitable relief, except as expressly reserved in this Letter.

2. Consideration

2.1 Payment. In consideration for the discharge and releases set forth in this Letter, Party B shall pay to Party A the sum of (the "Settlement Amount"), payable in accordance with the schedule agreed by the parties.

2.2 Receipt and Sufficiency. Party A acknowledges receipt of the Settlement Amount in full satisfaction of the claims released by this Letter and agrees that such consideration is adequate, bargained-for and constitutes good and valuable consideration.

3. Representations and Warranties

Each party represents and warrants to the other that: (a) it has the full power, authority and capacity to enter into and perform this Letter; (b) the execution, delivery and performance of this Letter has been duly authorized by all necessary corporate or organizational action; and (c) this Letter constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

4. No Admission of Liability

The parties expressly agree that neither this Letter nor the payment or other consideration provided for herein shall constitute an admission of liability or fault by any party, and such payment shall not be used as evidence of liability in any proceeding, except as may be necessary to enforce the terms of this Letter.

5. Indemnification

Each party shall indemnify, defend and hold harmless the other party and its respective affiliates, officers, directors and agents from and against any and all third-party claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of that party's representations, warranties or covenants in this Letter.

6. Confidentiality

Except as required by law, neither party shall disclose the terms, amount or existence of this Letter to any third party without the prior written consent of the other party; provided, however, that disclosure may be made to a party's legal counsel, accountants, insurers or as part of a regulatory filing where such disclosure is required.

7. Notices

All notices required or permitted by this Letter shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or to such other address as either party may designate by notice to the other.

8. Governing Law

This Letter shall be governed by and construed in accordance with the laws of the State specified by the parties below without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the agreed jurisdiction for the resolution of any disputes arising under this Letter.

9. Entire Agreement

This Letter 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.

10. Severability

If any provision of this Letter is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial objectives.

11. Amendments and Waiver

No amendment, modification or waiver of any provision of this Letter shall be effective unless in writing and signed by both parties. The failure of any party to enforce any provision of this Letter shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Letter.

12. Counterparts; Electronic Signatures

This Letter 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. Facsimile, electronic image or other reproduction of a signature shall be deemed an original signature for purposes of enforcing this Letter.

13. Scope of Discharge (Description)

Certifications and Acknowledgements

Each party certifies that it has read and fully understands the terms of this Letter; that it has had the opportunity to consult with independent counsel of its choosing; and that it enters into this Letter voluntarily and without duress or undue influence. Each party further acknowledges that the releases and covenants contained herein are irrevocable and binding upon the party and its successors and assigns.

WARNING: BY SIGNING THIS DOCUMENT, YOU MAY BE WAIVING IMPORTANT LEGAL RIGHTS, INCLUDING THE RIGHT TO PURSUE CERTAIN CLAIMS. REVIEW CAREFULLY BEFORE SIGNING.

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