Legal Discharge Papers

LEGAL DISCHARGE PAPERS

This Legal Discharge Papers (the "Agreement") is made and entered into as of the Effective Date: by and between Party A: , an entity of type with principal address ; and Party B: , an entity of type with principal address .

RECITALS

WHEREAS, Party A and Party B previously entered into certain obligations, transactions, claims, or agreements described as:

WHEREAS, the Parties desire to settle, release, discharge and finally resolve all disputes, claims, demands, obligations, liens, causes of action and liabilities, whether known or unknown, arising out of or related to the matters described above, subject to the terms and conditions set forth herein.

WHEREAS, the Parties acknowledge that this Agreement constitutes a negotiated compromise and that the consideration described below is fair and adequate.

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

1.1 "Released Claims" means all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, and liabilities of every nature and description, whether in law or in equity, whether known or unknown, suspected or unsuspected, that the releasing party had, now has, or hereafter may have against the released party arising out of or relating to the matters described in the Background Description above.

2. DISCHARGE AND RELEASE

2.1 Mutual Release. Subject to the terms of this Agreement and in consideration of the payments, actions and covenants specified herein, Party A hereby fully and forever releases and discharges Party B from the Released Claims, and Party B hereby fully and forever releases and discharges Party A from the Released Claims. The release provided by this section is intended to be broad and includes all claims that were or could have been asserted based on the facts described in the Background Description.

2.2 Covenant Not to Sue. Each Party covenants and agrees not to institute, prosecute or maintain any action or proceeding against the other Party with respect to any Released Claim, except to enforce the terms of this Agreement.

3. CONSIDERATION

3.1 Payment. In full consideration for the releases and covenants set forth in this Agreement, Party shall pay to Party the sum of $ (the "Consideration"), subject to the payment schedule and conditions set forth below:

4. REPRESENTATIONS AND WARRANTIES

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

5. COVENANTS

5.1 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 deemed or construed as an admission of liability or wrongdoing by any Party.

5.2 Further Acts. Each Party agrees to execute and deliver such further documents and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

6. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any and all losses, damages, claims, liabilities and expenses (including reasonable attorneys' fees) arising out of any breach of its representations, warranties or covenants set forth in this Agreement, subject to the limitations and caps agreed in writing by the Parties.

7. TAX AND COSTS

Each Party shall bear its own taxes, fees, costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement, except as otherwise expressly provided herein. Any tax treatment of the Consideration shall be the sole responsibility of the party receiving the Consideration.

8. NOTICES

All notices, demands or communications required or permitted to be given under this Agreement shall be in writing and shall be delivered to the Parties at the addresses set forth below by certified mail, overnight courier, or personal delivery, and shall be effective upon receipt.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto, 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 illegal, invalid or unenforceable in whole or in part by a court of competent jurisdiction, such provision shall be construed and enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remaining provisions shall remain in full force and effect.

12. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both Parties. No waiver by either Party of any breach shall be construed as a waiver of any other or subsequent breach. 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.

13. ADDITIONAL TERMS

The Parties acknowledge that they have read and understand this Agreement, that they have had the opportunity to seek the advice of counsel, and that they enter into this Agreement knowingly, voluntarily, and without duress.

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