Legal No Claim Letter

LEGAL NO CLAIM LETTER

This No Claim Letter (the "Letter") is made and entered into as of by and between Claimant Name: with address and Recipient Name: with address .

RECITALS

WHEREAS, Claimant asserts that Claimant has or may have certain claims, demands, causes of action, or liabilities (collectively, "Claims") arising out of or related to occurring on or about , including but not limited to any claims for damages, costs, attorneys' fees, fines or penalties.

WHEREAS, Recipient denies any liability with respect to such Claims but has agreed to provide certain consideration to Claimant in full and final settlement and compromise of such Claims, subject to the terms and conditions set forth in this Letter.

WHEREAS, the parties desire to document the settlement of Claims and the mutual promises contained herein without admission of liability by any party.

NOW, THEREFORE

For good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Letter, unless the context otherwise requires, the following terms shall have the meanings set forth below: "Claims" means any and all claims, demands, causes of action, suits, proceedings, liabilities, losses, damages, costs, and expenses of any kind, whether known or unknown, that arise out of or relate to the subject matter described above.

2. RELEASE BY CLAIMANT

Upon receipt of the consideration described in Section 3, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, successors and assigns, hereby fully, finally and forever releases and discharges Recipient and Recipient's past, present and future officers, directors, employees, agents, insurers, representatives, affiliates and assigns (collectively, "Released Parties") from any and all Claims arising out of or related to the subject matter described in the Recitals, whether known or unknown, suspected or unsuspected, fixed or contingent.

3. CONSIDERATION

The settlement amount constitutes full and final consideration for the release and Claimant acknowledges that receipt of such consideration extinguishes all Claims described herein. Payment shall be made by the method and within the time specified above, and Recipient shall have no additional obligation once payment is timely made in accordance with this Letter.

4. NO ADMISSION OF LIABILITY

The parties agree that this Letter is a compromise of disputed claims and that neither the execution nor performance of this Letter shall be construed as an admission of liability, wrongdoing, or fault by any party.

5. REPRESENTATIONS AND WARRANTIES

Claimant represents and warrants that Claimant has the full power, authority and legal right to execute and deliver this Letter and to grant the release contained herein; that Claimant has not assigned or transferred any interest in the Claims; and that there are no outstanding liens, encumbrances or assignments relating to the Claims except as disclosed in writing to Recipient.

6. COVENANT NOT TO SUE

Claimant covenants and agrees not to institute or prosecute any action, suit or other proceeding against any of the Released Parties with respect to any Claim released by this Letter. If Claimant violates this covenant, Claimant shall be liable for Recipient's reasonable costs and attorneys' fees incurred in defending any such action.

7. INDEMNIFICATION

Claimant agrees to indemnify, defend and hold harmless the Released Parties from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of Claimant's representations, warranties or covenants in this Letter or any related assignment or misrepresentation.

8. CONFIDENTIALITY

Unless otherwise agreed in writing, the parties agree that the terms and existence of this Letter are confidential and shall not be disclosed to any third party except as required by law or to obtain professional advice, in which case the disclosing party shall provide prior written notice to the other party where feasible.

9. NOTICES

All notices required or permitted under this Letter shall be in writing and shall be delivered by hand, recognized overnight courier, or certified mail, return receipt requested, to the addresses specified above, or to such other address as a party may specify by notice hereunder.

10. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the state specified by the parties without regard to conflict of laws principles. The parties hereby submit to the exclusive jurisdiction of the courts located within that state for the resolution of any disputes arising under this Letter.

11. ENTIRE AGREEMENT

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

12. SEVERABILITY

If any provision of this Letter is held to be invalid, illegal or unenforceable in whole or in part, such provision shall be severed and the remainder of this Letter shall remain in full force and effect to the fullest extent permitted by law.

13. AMENDMENT AND WAIVER

No amendment, modification or waiver of any provision of this Letter shall be effective unless in writing and signed by the party against whom such amendment, modification or waiver is to be asserted. No failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof.

14. COUNTERPARTS

This Letter may be executed in two or more counterparts, each of which when executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be deemed original signatures.

15. REPRESENTATION AS TO AUTHORITY

Each signatory below represents and warrants that such signatory has full power and authority to execute this Letter on behalf of the party for whom the signatory purports to act and that this Letter constitutes a valid and binding obligation of such party enforceable in accordance with its terms.

Claimant acknowledges that Claimant has read this Letter, understands its terms, has had a reasonable opportunity to seek legal advice, and signs this Letter voluntarily and with full knowledge of its legal effect.

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