Legal Partial Exclusion Agreement

LEGAL PARTIAL EXCLUSION AGREEMENT

This Partial Exclusion Agreement (this Agreement) is entered into as of by and between Client Name: , Entity Type: , with principal place of business at (Party A), and Client Name: , Entity Type: , with principal place of business at (Party B). Party A and Party B are each a Party and collectively the Parties.

RECITALS

WHEREAS, the Parties have been engaged in certain disputes, claims, transactions or dealings arising out of or relating to acts, events or circumstances occurring prior to the Effective Date (the Covered Matters); and

WHEREAS, the Parties desire to resolve certain issues between them by agreeing that a subset of claims, obligations or assets shall be expressly excluded from any mutual release, settlement or general release entered into contemporaneously with or pursuant to this Agreement; and

WHEREAS, the Parties wish to set forth the terms and conditions under which specified claims or obligations are to be excluded from releases or settlements, and to allocate related indemnities, cooperation obligations and risk.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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:

(a) "Excluded Items" means the claims, actions, causes of action, obligations, liabilities and/or assets specifically identified in the schedule described in Section 2 and recorded in the Exclusion Description field below.

(b) "Partial Exclusion" means the express exclusion set forth in Section 2 of this Agreement, such that the Excluded Items are not released or extinguished by any concurrent or subsequent mutual release between the Parties unless expressly agreed in writing.

2. PARTIAL EXCLUSION; SCOPE

2.1 Scope of Exclusion. Subject to the terms of this Agreement, the Parties agree that the Excluded Items identified in the Exclusion Description field above are expressly excluded from any release, settlement, discharge or waiver executed or effective as of the Effective Date, including any mutual general release or settlement document executed by the Parties contemporaneously with this Agreement. No language in any release or settlement executed by the Parties shall be construed to operate on the Excluded Items unless the Parties execute a further written instrument expressly identifying and releasing such Excluded Items.

2.2 Limitations. The Partial Exclusion applies only to the Excluded Items as described and does not expand the rights or liabilities of any Party beyond those specifically reserved herein. The express exclusion of certain claims shall not be construed as an admission of liability by any Party with respect to those or any other claims.

3. CONSIDERATION

In consideration of the mutual promises contained in this Agreement and other good and valuable consideration, Party A shall provide:

If monetary consideration is payable, the amount and payment terms are:

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and performance of this Agreement have been duly authorized by all necessary action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms.

Each Party further represents and warrants that it has disclosed to the other any material facts known to it that are necessary to identify the Excluded Items as described in the Exclusion Description field.

5. COVENANTS; COOPERATION

5.1 Non-Interference. Except as expressly provided herein, neither Party shall attempt to assert that the Excluded Items have been released by any release between the Parties absent a further written agreement expressly referencing the Excluded Items.

5.2 Cooperation. Each Party shall cooperate and take commercially reasonable steps to preserve evidence, assist in litigation or administrative matters and execute documents reasonably necessary to give effect to the Partial Exclusion, including providing reasonable information about the Excluded Items upon written request.

6. INDEMNIFICATION

To the extent any third party asserts a claim arising solely from or exclusively related to an Excluded Item, the Party asserting the Excluded Item (Indemnifying Party) shall indemnify, defend and hold harmless the other Party (Indemnified Party) from and against any damages, costs, expenses and reasonable attorneys' fees finally awarded or paid in settlement in connection with such third-party claim, except to the extent caused by the Indemnified Party's gross negligence or willful misconduct.

7. LIMITATION OF LIABILITY; NO ADMISSION

The execution of this Agreement and the Partial Exclusion constitute a compromise of disputed claims and shall not be construed as an admission of liability by any Party. Except as expressly set forth in this Agreement, neither Party shall be liable to the other for indirect, consequential or punitive damages arising from the Partial Exclusion.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a Party may specify by notice in accordance with this Section).

9. AMENDMENTS; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is asserted. No failure or delay in exercising any right shall operate as a waiver.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Agreement, together with any contemporaneous written releases or settlement agreements expressly incorporating this Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and representations, whether oral or written, relating thereto.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect.

13. COUNTERPARTS; EXECUTION

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic means or facsimile shall have the same force and effect as an original signature.

14. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. References to Sections are to the sections of this Agreement unless otherwise specified. The Parties acknowledge that they have had the opportunity to obtain independent legal advice and that they enter into this Agreement voluntarily.

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