Legal Notice and Waiver

LEGAL NOTICE AND WAIVER

This Legal Notice and Waiver (the "Agreement") is made effective as of by and between Notifying Party Name: with principal address: (hereinafter "Notifying Party"), and Released Party Name: with principal address: (hereinafter "Released Party").

RECITALS

WHEREAS, on or about an event or circumstance occurred giving rise to certain claims or demands described below;

WHEREAS, Notifying Party asserts claims described as:

WHEREAS, the parties desire to resolve any and all disputes, claims, or potential claims arising from or related to the foregoing incident upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein 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 have the meanings set forth below: "Claim" means any and all claims, demands, causes of action, suits, liabilities, obligations, damages, losses, costs and expenses (including reasonable attorneys' fees and costs) whether known or unknown, suspected or unsuspected, arising out of or relating to the events described in the Recitals; "Effective Date" means the date set forth above.

2. NOTICE OF CLAIM

Notifying Party hereby provides formal notice to Released Party of the Claim described in the Recitals. The parties acknowledge that the Notice includes the factual summary provided in the Claim Description field above and any documents delivered contemporaneously with this Agreement.

3. WAIVER AND RELEASE

In consideration of the promises set forth herein, Notifying Party, on behalf of itself and its heirs, executors, administrators, agents, successors and assigns, fully and forever releases, waives, and discharges Released Party and its affiliates, officers, directors, employees, agents and representatives from any and all Claims arising from or related to the incident described above, whether known or unknown, which have accrued prior to the Effective Date.

4. CONSIDERATION

As consideration for the release and waiver contained in Section 3, Released Party agrees to provide the following to Notifying Party:

Settlement Amount: $ payable in accordance with the schedule below.

Payment Terms:

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement, that signing this Agreement constitutes a valid and binding obligation of such party, and that no other person or entity's consent is required to effectuate the release herein.

6. INDEMNIFICATION

Notifying Party agrees to indemnify, defend and hold harmless Released Party from and against any third-party claims arising from statements, documents, or assertions made by Notifying Party after the Effective Date that are inconsistent with the representations and releases made herein, provided that Released Party provides prompt written notice of any such claim and cooperates in the defense thereof.

7. LIMITATION OF LIABILITY

Except as expressly provided in this Agreement, neither party shall be liable to the other for consequential, incidental, exemplary or punitive damages arising out of this Agreement, whether in contract, tort, strict liability or otherwise, to the maximum extent permitted by law.

8. CONFIDENTIALITY

Except as required by law or as necessary to enforce this Agreement, the parties agree to keep the terms, amount and existence of this Agreement confidential and not to disclose such information to third parties without prior written consent from the other party.

9. NOTICES

All notices, demands or communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by written notice in accordance with this Section. Notice is effective upon personal delivery, three business days after deposit with the United States Postal Service by certified mail, return receipt requested, or one business day after deposit with a nationally recognized overnight courier.

10. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a writing signed by both parties. No waiver of any provision hereof shall be valid unless in writing and signed by the party against whom enforcement of the waiver is sought. The failure of either party to enforce any right shall not be construed as a waiver of future enforcement of that right or any other right.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the state specified below without regard to conflict of law principles.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations and agreements, whether oral or written. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS

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 delivered by electronic transmission shall be deemed original signatures.

14. ADDITIONAL ACKNOWLEDGMENTS

Notifying Party acknowledges that by signing this Agreement it is knowingly and voluntarily relinquishing any rights to pursue the released Claims against Released Party as set forth herein, and that Notifying Party has read and understands the terms of this Agreement, has had an opportunity to consult counsel, and signs this Agreement of its own free will.

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