Legal Full Release

LEGAL FULL RELEASE

This Full Release (the "Release") is made and entered into as of by and between Releasor Name: , an entity of type Individual Corporation LLC Other (collectively "Releasor") and Releasee Name: , an entity of type Individual Corporation LLC Other (collectively "Releasee"). Releasor and Releasee shall each be a "Party" and together the "Parties."

RECITALS

WHEREAS, Releasor asserts or may assert certain claims, demands, actions, causes of action, liabilities, obligations, damages, costs and expenses, whether known or unknown, suspected or unsuspected, arising out of or relating to the matters described as:

WHEREAS, the Parties desire to fully and finally resolve and settle all disputes between them on the terms and conditions set forth in this Release.

WHEREAS, this Release is the result of a negotiated settlement intended to avoid the expense and uncertainty of litigation.

NOW, THEREFORE

In consideration of the mutual covenants and promises set forth below 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 claims, demands, suits, debts, liabilities, obligations, actions, causes of action, damages, losses, costs and expenses of any kind, whether in law or equity, whether known or unknown, fixed or contingent, arising on or before the Effective Date that relate to the subject matter described in the Recitals.

2. RELEASE

2.1 Full Release by Releasor. Subject to the terms of this Release, Releasor, on behalf of Releasor and Releasor's past and present agents, servants, employees, representatives, attorneys, heirs, successors and assigns, hereby irrevocably and unconditionally releases, remises and forever discharges Releasee and Releasee's past and present agents, servants, employees, representatives, attorneys, affiliates, insurers, predecessors, successors and assigns (collectively, the "Released Parties") from and against any and all Released Claims.

2.2 Covenant Not to Sue. Releasor covenants and agrees not to institute, commence or maintain any action, suit or proceeding against any Released Party based upon any Released Claim.

3. SCOPE OF RELEASE

3.1 The Release applies to all claims whether known or unknown, suspected or unsuspected. Releasor expressly waives the benefits of any statute, rule or common law principle that limits the scope of a release to only known claims, including but not limited to any rights under statutes commonly referred to as "unknown claim" or "savings clause" statutes.

4. CONSIDERATION

4.1 Consideration. In consideration for the covenants and releases contained in this Release, Releasee agrees to provide to Releasor the following: Payment Amount: payable in accordance with the payment terms set forth below.

5. REPRESENTATIONS AND WARRANTIES

5.1 Releasor represents and warrants that Releasor is the sole owner of the Released Claims, has full authority to execute this Release and that Releasor has not assigned, transferred or otherwise encumbered any right, title or interest in any Released Claim.

5.2 Releasee represents that it has authority to enter into this Release and that, to its knowledge, there are no additional facts that would materially affect Releasee's obligations under this Release.

6. INDEMNIFICATION

6.1 Releasor agrees to indemnify, defend and hold harmless the Released Parties from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of any breach by Releasor of any representation, warranty or covenant contained in this Release.

7. NO ADMISSION

7.1 This Release and compliance with this Release shall not be construed as an admission by any Party of any liability, wrongdoing or violation of law, all such liability being expressly denied.

8. CONFIDENTIALITY AND NON-DISPARAGEMENT

8.1 The Parties agree to keep the terms and amount of this Release confidential, except as required by law or to enforce its terms. The Parties further agree not to make any public statements or disclosures that disparage the other Party or the business practices of the other Party.

9. TAX CHARACTERIZATION

9.1 The Parties acknowledge that they are solely responsible for their own tax reporting obligations arising from any amounts paid or received pursuant to this Release. Releasee does not warrant or represent any tax treatment of such payments.

10. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed as follows:

11. AMENDMENT; WAIVER

11.1 This Release may be amended only by a written instrument executed by both Parties. No failure or delay by any Party in exercising any right under this Release will operate as a waiver of such right, nor will any single or partial exercise of any right preclude any other or further exercise of that right.

12. ENTIRE AGREEMENT

12.1 This Release constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

13. SEVERABILITY

13.1 If any provision of this Release is held to be invalid, illegal or unenforceable, the remaining provisions will continue in full force and effect and the Parties will negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic and legal objectives of the invalid provision.

14. GOVERNING LAW; JURISDICTION

14.1 This Release shall be governed by and construed in accordance with the laws of the state specified here: , without regard to conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Release.

15. ATTORNEYS' FEES; COSTS

15.1 In the event of any action to enforce this Release, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing Party, in addition to any other relief awarded.

16. COUNTERPARTS; EXECUTION

16.1 This Release 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. A facsimile or electronic copy of a signature shall be deemed an original signature for all purposes.

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