Legal Final Release Agreement

LEGAL FINAL RELEASE AGREEMENT

This Final Release Agreement (the "Agreement") is entered into as of Effective Date: by and between Releasor Name: (Releasor), Entity Type: and Releasee Name: (Releasee), Entity Type: .

RECITALS

WHEREAS, Releasor and Releasee have had certain disputes, claims, or differences arising out of or related to the matters described in the Background Statement below; and

WHEREAS, the parties desire to settle and finally resolve all disputes, controversies, and claims between them, whether known or unknown, arising on or prior to the Effective Date, without admission of liability by any party; and

WHEREAS, the parties acknowledge that this Agreement constitutes a full and final settlement and release of the Released Claims (as defined below) and that the consideration set forth herein is satisfactory and adequate.

BACKGROUND STATEMENT

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants, promises and agreements set forth 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 any and all claims, demands, liabilities, actions, causes of action, suits, obligations, damages, losses, expenses (including attorneys' fees and costs), or rights of any kind whether known or unknown, suspected or unsuspected, matured or contingent, that Releasor ever had, now has, or hereafter can, shall or may have against Releasee, its predecessors, successors, assigns, affiliates, officers, directors, employees, agents and representatives, arising out of or relating to the matters described in the Background Statement or any facts or transactions occurring on or prior to the Effective Date.

1.2 "Affiliates" means, with respect to any person or entity, any entity that controls, is controlled by, or is under common control with such person or entity.

2. RELEASE AND WAIVER

2.1 Release by Releasor. In consideration of the promises and payments set forth in this Agreement, Releasor hereby fully, finally and forever releases and discharges Releasee and Releasee's Affiliates from any and all Released Claims.

2.2 Scope of Release. The Release includes, without limitation, any claims arising under contract, tort, statute, equity, common law, or regulation, including without limitation claims for damages, contribution, indemnification, and attorneys' fees, that relate in any way to the Background Statement or events occurring on or prior to the Effective Date. This Release expressly includes claims that Releasor does not know or suspect to exist, and Releasor expressly waives the benefit of any statute or common law principle limiting the release of unknown claims.

3. CONSIDERATION

3.1 Payment. In full and final consideration for the Release, Releasee shall pay to Releasor the sum of $ (the "Consideration"), payable in accordance with the following terms:

3.2 No Other Consideration. Except as expressly set forth in this Agreement, Releasor acknowledges and agrees that no other consideration has been promised, received, or is due.

4. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that this Agreement is a compromise of disputed claims and that neither the execution nor performance of this Agreement constitutes an admission of liability or wrongdoing by any party.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing this Agreement on its behalf is duly authorized to do so, and that this Agreement has been duly executed and delivered by that party and constitutes a valid and binding obligation enforceable in accordance with its terms.

5.2 Releasor expressly warrants that Releasor has not assigned, transferred or encumbered any of the Released Claims and that Releasor will not sue Releasee for any Released Claims.

6. INDEMNIFICATION

Releasor agrees to indemnify, defend and hold harmless Releasee from and against any claims, liabilities or expenses (including reasonable attorneys' fees) arising out of any breach of Releasor's representations, warranties, or obligations under this Agreement.

7. CONFIDENTIALITY

Unless otherwise provided in writing, the parties agree to keep the terms, amount and existence of this Agreement confidential, except as required by law or to enforce the terms of this Agreement. Disclosure to a party's legal counsel, tax advisors, insurers, and accountants is permitted provided such persons agree to maintain confidentiality.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth below, or to such other address as a party may designate in writing.

9. TAX TREATMENT

The parties acknowledge that each is responsible for any taxes associated with the Consideration received by such party. The parties shall cooperate and provide any tax documentation reasonably necessary to effectuate the tax treatment contemplated by this Agreement.

10. MISCELLANEOUS

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

10.2 Entire Agreement. This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

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

10.4 Amendments and Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

10.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding.

11. ACKNOWLEDGMENTS

Releasor acknowledges and agrees that Releasor has read this Agreement, understands its terms, has had the opportunity to consult with independent legal counsel, and is signing this Agreement voluntarily, knowingly and with full understanding of its consequences.

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