Legal MR Document

LEGAL MR DOCUMENT

This Mutual Release and Settlement Agreement (the Agreement) is made as of Effective Date: by and between Party A: with principal place of business at , and Party B: with principal place of business at .

RECITALS

WHEREAS, a dispute, claim or controversy has arisen between the parties concerning the matters described as:

WHEREAS, the parties seek to fully and finally resolve all disputes, controversies and claims between them without further litigation or administrative proceedings, and wish to set forth the terms of their agreement in writing.

WHEREAS, the parties acknowledge that each has read and understands the terms of this Agreement and that the terms are fair, reasonable and adequate consideration for the releases provided herein.

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

For purposes of this Agreement, the following terms shall have the meanings set forth below:

(a) "Claims" means any and all actions, causes of action, suits, debts, accounts, contracts, agreements, obligations, liabilities, demands, losses, damages, costs and expenses (including attorneys' fees and costs) of every nature and description, whether known or unknown, asserted or unasserted, which relate to the matters described in the Recitals and which accrued on or before the Effective Date.

(b) "Released Parties" means, with respect to a releasing party, that releasing party and its past and present officers, directors, shareholders, members, partners, employees, agents, attorneys, affiliates, heirs, successors and assigns.

2. MUTUAL RELEASE

Subject to the terms and conditions of this Agreement, Party A, on behalf of itself and its Released Parties, hereby fully and forever releases and discharges Party B and Party B's Released Parties from any and all Claims arising out of or relating to the matters set forth in the Recitals that accrued prior to the Effective Date.

Likewise, Party B, on behalf of itself and its Released Parties, hereby fully and forever releases and discharges Party A and Party A's Released Parties from any and all Claims arising out of or relating to the matters set forth in the Recitals that accrued prior to the Effective Date.

3. CONSIDERATION

In consideration for the mutual releases set forth in Section 2, Party B shall pay to Party A the sum of (the Settlement Amount) according to the following terms: .

Payment of the Settlement Amount shall be the sole monetary obligation under this Agreement and shall be in full accord, satisfaction and settlement of the Claims released herein.

4. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that this Agreement is a compromise of disputed claims and shall not be construed as an admission of liability, fault or wrongdoing by any party for any purpose.

5. CONFIDENTIALITY

The parties agree that the existence, terms and conditions of this Agreement shall be: Confidential unless disclosure is required by law, regulation or valid court order. If confidentiality is selected, the parties further agree to the following scope and exceptions:

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full 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 have been duly authorized; and (c) upon execution, this Agreement will constitute a valid and binding obligation enforceable against it in accordance with its terms.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and the other's Released Parties from and against any and all third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of any breach of this Agreement by the indemnifying party or any representations and warranties made herein.

8. COOPERATION AND FURTHER ASSURANCES

The parties agree to execute and deliver such additional documents and to take such further actions as may be reasonably necessary to effectuate the purposes and intent of this Agreement.

9. NOTICES

Notice to Party A

Notice to Party B

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, addressed to the parties at the addresses provided above or to such other address as a party may designate in writing in accordance with this Section.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements and understandings, whether written or oral, relating to such subject matter.

12. 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. AMENDMENT AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall be deemed a waiver of that right.

14. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding for all purposes.

15. EXECUTION

The parties acknowledge that they have read and understand this Agreement, have had the opportunity to consult counsel, and intend to be legally bound by its terms.

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