Legal Non-Compliance Release

LEGAL NON-COMPLIANCE RELEASE

This Legal Non-Compliance Release ("Release") is made and entered into as of by and between Releasor: , a with principal address at ; and Releasee: , a with principal address at .

RECITALS

WHEREAS, Releasor asserts that certain acts or omissions constituting non-compliance with applicable laws, regulations, contractual provisions, or internal policies occurred in connection with the matter described as: ; and

WHEREAS, the parties desire to resolve and settle any and all claims, demands, causes of action and liabilities arising out of or related to the alleged non-compliance described in the factual statement below without admission of liability by any party; and

WHEREAS, the parties have agreed to the terms set forth in this Release in consideration of the mutual promises, covenants, and other good and valuable consideration set forth herein.

NOW, THEREFORE

In consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Release: "Claims" means any and all claims, demands, causes of action, suits, liabilities, losses, costs, expenses and damages, whether known or unknown, fixed or contingent, at law or in equity, including attorneys' fees and costs. "Non-Compliance" means any act or omission that constituted an alleged failure to comply with applicable statutes, regulations, contractual obligations, or company policy related to the matter described in the factual statement below.

2. FACTUAL STATEMENT

Date(s) of alleged non-compliance:

3. RELEASE

Subject to the terms and conditions of this Release, Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, agents, successors and assigns, hereby fully and forever releases, acquits, and discharges Releasee and Releasee's past and present officers, directors, employees, agents, affiliates, insurers and attorneys from any and all Claims arising from, relating to, or in any way connected with the Non-Compliance described above, whether arising under statute, contract, tort, or common law, known or unknown, suspected or unsuspected, which occurred on or before the Effective Date.

4. SCOPE AND LIMITATIONS OF RELEASE

The parties acknowledge that this Release is intended to be interpreted broadly and includes, without limitation, any Claim based on breach of contract, negligence, strict liability, statutory violation, administrative proceeding, regulatory enforcement, or other legal theory, to the fullest extent permitted by law, except that this Release shall not waive or release Claims that cannot be released as a matter of law, including obligations arising after the Effective Date and criminal liabilities.

5. CONSIDERATION

In consideration for the release set forth herein, Releasee shall provide the following to Releasor:

The parties acknowledge that such consideration is fair, adequate and was bargained for in exchange for the promises contained herein.

6. NO ADMISSION OF LIABILITY

This Release is not and shall not be construed as an admission of liability, wrongdoing, or fault by any party. Each party expressly denies any liability or wrongdoing, and the terms of this Release are entered into solely for settlement and avoidance of litigation or regulatory action.

7. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any third-party claim, loss, damage, liability or expense (including reasonable attorneys' fees) arising out of that party's breach of this Release or any representations or warranties made herein.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Release, that the person signing this Release on its behalf is duly authorized, and that no other consents or approvals are required to make this Release binding. Releasor further warrants that, to Releasor's knowledge, no material facts have been intentionally withheld that would affect the validity of the Release.

9. CONFIDENTIALITY

The parties agree that the terms and existence of this Release shall be kept confidential and not disclosed to any third party except as required by law or as necessary to enforce this Release. If confidential terms are required, specify here:

10. NOTICES

All notices, requests, demands and other communications required or permitted under this Release shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by written notice.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Release may be amended, modified or supplemented only by a written instrument executed by both parties. No waiver of any provision or breach of this Release shall be effective unless in writing and signed by the party waiving the breach. This Release may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW

This Release shall be governed by and construed in accordance with the laws of the state specified below, without regard to principles of conflicts of law.

13. ENTIRE AGREEMENT

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

14. SEVERABILITY

If any provision of this Release is held to be invalid, illegal or unenforceable under applicable law, such provision shall be severed and the remaining provisions shall remain in full force and effect.

15. REPRESENTATIVE AUTHORITY

Each signatory to this Release represents and warrants that he or she is authorized to execute this Release on behalf of the party for which such signatory purports to act and that such party is bound thereby.

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