Legal Distrato Agreement

LEGAL DISTRATO AGREEMENT

This Legal Distrato Agreement (the "Agreement") is entered into on this day: Day: Month: Year: (the "Effective Date"), by and between Party A: , a with principal place of business at ("Party A"), and Party B: , a with principal place of business at ("Party B").

RECITALS

WHEREAS, Party A and Party B are parties to a prior agreement described as: dated Day: Month: Year: (the "Prior Agreement");

WHEREAS, the parties desire to terminate and fully discharge the Prior Agreement and to resolve any and all claims, obligations and liabilities arising therefrom on the terms set forth in this Agreement;

WHEREAS, the parties acknowledge that this Agreement constitutes adequate consideration for the mutual releases and undertakings contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. TERMINATION

1.1 Termination. The Prior Agreement is hereby terminated and of no further force or effect as of the Effective Date. From and after the Effective Date, neither party shall have any rights, duties or obligations under the Prior Agreement except as expressly provided in this Agreement.

1.2 Survival. Notwithstanding termination, the provisions of this Agreement that by their nature are intended to survive termination, including without limitation Sections 3 (Release and Waiver), 4 (Return of Property), 5 (Confidentiality and Non-Disparagement), 7 (Indemnification), 10 (Governing Law), 11 (Entire Agreement) and 12 (Severability), shall survive.

2. SETTLEMENT PAYMENT

2.1 Consideration. In full and final settlement of all obligations arising under the Prior Agreement, Party shall pay to Party the sum of (the "Settlement Amount"), subject to the terms of this Section.

2.2 Payment Terms. The Settlement Amount shall be paid in full on or before: Day: Month: Year: . Payment shall be made by:

2.3 Effect of Payment. Upon receipt in cleared funds of the Settlement Amount in accordance with Section 2.2, the receiving party shall execute and deliver to the settling party a written receipt and release confirming satisfaction in full of all obligations under the Prior Agreement.

3. RELEASE AND WAIVER

3.1 Mutual Release. Except as expressly provided in this Agreement, each party, on behalf of itself and its past and present officers, directors, employees, agents, successors and assigns, hereby releases and forever discharges the other party and its past and present officers, directors, employees, agents, successors and assigns from any and all claims, demands, causes of action, suits, liabilities, debts, obligations and damages, whether known or unknown, suspected or unsuspected, arising out of or related to the Prior Agreement through the Effective Date.

3.2 Exceptions. Notwithstanding the foregoing release, nothing in this Agreement shall release any claim that arises from (a) a party's fraud, willful misconduct, criminal act or gross negligence; or (b) obligations expressly set forth to survive in this Agreement.

4. RETURN OF PROPERTY

4.1 Delivery. Each party shall promptly return to the other party all tangible property, documents, records, materials and confidential information belonging to the other party in its possession or control, on or before: Day: Month: Year: .

4.2 Certification. Upon return, the returning party shall provide a written certification that it has returned or destroyed all copies of confidential information and proprietary materials of the other party.

5. CONFIDENTIALITY AND NON-DISPARAGEMENT

5.1 Confidentiality. The parties shall maintain the confidentiality of the terms and existence of this Agreement and shall not disclose such information to any third party except (a) as required by law or legal process; (b) to their legal or financial advisors on a need-to-know basis; or (c) to enforce the terms of this Agreement. Any permitted recipient shall be bound to protect confidentiality on terms no less protective than those set forth herein.

5.2 Non-Disparagement. Each party agrees that it shall not, directly or indirectly, make any disparaging or derogatory statements concerning the other party, its business, its officers, directors or employees. This Section does not restrict truthful testimony compelled by legal process.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents and warrants to the other that: (a) it has the full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement and the performance of its obligations will not violate any law, regulation, order or agreement to which it is subject; and (c) no further authorization, consent or approval of any third party is required for the execution or performance of this Agreement, except as disclosed in writing to the other party.

7. INDEMNIFICATION

7.1 Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of this Agreement by the indemnifying party or any claim that falls within the exceptions set forth in Section 3.2.

8. COSTS AND ATTORNEYS' FEES

8.1 Except as otherwise provided in this Agreement, each party shall bear its own costs and attorneys' fees incurred in connection with negotiating, executing and performing this Agreement. In the event of litigation to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

9. NOTICES

9.1 All notices, demands or communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, overnight courier, certified mail (return receipt requested) or by nationally recognized courier service to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section. Notice is effective upon receipt.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any dispute arising out of or relating to this Agreement.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendment. This Agreement may be amended only by a written instrument executed by both parties.

11.2 Waiver. No waiver by any party of any breach or default under this Agreement shall be deemed a waiver of any subsequent breach or default.

11.3 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 transmitted by electronic means (including facsimile or electronic image) shall be treated as original signatures for all purposes.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 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 and communications, whether written or oral, relating to such subject matter.

12.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. ADDITIONAL ACKNOWLEDGMENTS

Each party acknowledges that it has been advised to seek independent legal advice prior to signing this Agreement, that it has read and understands all of the terms and conditions hereof, and that it enters into this Agreement voluntarily and with full knowledge of its legal consequences.

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