Legal Mutual Rescission Agreement

LEGAL MUTUAL RESCISSION AGREEMENT

This Mutual Rescission Agreement (the Agreement) is entered into as of by and between , a party with principal place of business at (hereinafter "Party A"), and , a party with principal place of business at (hereinafter "Party B"). Party A and Party B may be referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, the Parties entered into an agreement entitled "" dated (the Original Agreement); and

WHEREAS, the Parties desire to terminate and rescind the Original Agreement in its entirety and to release each other from all obligations and liabilities arising under or related to the Original Agreement, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties acknowledge that this Agreement effectuates a mutual rescission of the Original Agreement and that the Parties intend that no further obligations remain except as expressly provided herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. MUTUAL RESCISSION

1.1 Rescission. Effective as of the date first written above, the Parties hereby mutually rescind and terminate the Original Agreement. All rights, duties, liabilities and obligations of the Parties under the Original Agreement are hereby discharged and terminated, except as expressly provided in this Agreement.

1.2 No Further Performance. Except as otherwise expressly set forth in this Agreement, neither Party shall have any further obligation or duty to perform under the Original Agreement.

2. RELEASES AND WAIVERS

2.1 Mutual Release. Subject to the express exceptions contained in this Agreement, each Party, for itself and its successors, assigns, officers, directors, employees and agents, hereby fully and forever releases and discharges the other Party and its successors, assigns, officers, directors, employees and agents from any and all claims, demands, causes of action, suits, obligations, damages, losses, costs and expenses (including reasonable attorneys' fees) whether known or unknown, suspected or unsuspected, arising out of or relating to the Original Agreement or the transactions contemplated thereby through the Effective Date.

2.2 No Admission. The Parties acknowledge and agree that this Agreement is entered into to avoid further dispute and expense and shall not be construed as an admission of liability by any Party.

3. CONSIDERATION

3.1 Consideration. In exchange for the mutual promises and releases contained herein, Party agrees to pay to the other Party the sum of payable on or before .

3.2 Payment Terms. Payment shall be made by check, wire transfer, or other method agreed in writing between the Parties. Upon receipt of the payment described in Section 3.1, the receiving Party shall provide written acknowledgment of receipt.

4. RETURN OF PROPERTY

4.1 Return Obligations. Each Party shall promptly return to the other Party all confidential information, documents, materials, equipment and other property, tangible or intangible, belonging to the other Party and received by such Party in connection with the Original Agreement. A description of items to be returned (if any) is set forth below.

4.2 Condition; Costs. Items shall be returned in the condition received, ordinary wear and tear excepted. Each Party shall bear its own costs of returning property unless the Parties agree otherwise in writing.

5. 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 carry out its obligations hereunder; (b) the execution and performance of this Agreement has been duly authorized by all necessary corporate or other action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

6. FURTHER ASSURANCES

Each Party agrees to execute and deliver such further documents and to take such further actions as may be reasonably required to effectuate the purposes and intent of this Agreement.

7. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the Parties at the addresses set forth below (or to such other address as may be designated by a Party in a written notice to the other Party in accordance with this Section).

8. COSTS; ATTORNEYS' FEES

Except as otherwise expressly provided in this Agreement, each Party shall bear its own costs and expenses, including attorneys' fees, incurred in connection with the negotiation, execution and performance of this Agreement.

9. MISCELLANEOUS

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified by the Parties below without regard to principles of conflicts of law.

9.2 Entire Agreement. This Agreement constitutes the entire agreement and understanding 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, relating thereto.

9.3 Amendments and Waiver. This Agreement may be amended, modified or supplemented only by a written instrument signed by both Parties. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving.

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

9.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including scanned signatures or electronic signature platforms) shall be deemed originals for all purposes.

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