Legal Partial Release Form

LEGAL PARTIAL RELEASE FORM

This Partial Release Agreement (the "Release") is entered into as of by and between Client Name: and Releasing Party Name: (each a "Party" and collectively, the "Parties").

RECITALS

WHEREAS, Releasing Party asserts certain claims, liens, or other encumbrances described below against Client arising from or relating to services, labor, materials, goods, or other obligations performed or supplied on or about the property or account identified below;

WHEREAS, the Parties desire to compromise and fully document a partial release of such claims subject to the terms, conditions and reservations set forth herein; and

WHEREAS, the Parties intend this Release to be a final, binding, and enforceable instrument with respect to the claims expressly released herein.

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

1.1 "Released Claims" means only those claims, causes of action, liens, demands, debts, obligations and rights listed in Section 2 and identified by Claim/Lien No.: and described as:

1.2 "Reserved Claims" means all claims, liens, causes of action, rights or remedies not expressly released by this Release, including without limitation claims for indemnity, interest, costs and attorneys' fees unless expressly waived herein.

2. PARTIAL RELEASE

2.1 Subject to the terms and conditions of this Release, upon receipt of the Consideration described in Section 3, Releasing Party hereby irrevocably and unconditionally releases and forever discharges Client and Client's successors and assigns from the Released Claims only, such release being limited in scope to the specific claims, amounts and property identified below. This Release does not operate as a release of Reserved Claims.

2.2 Released Claim details:

Claim of Lien    Judgment    Contract Claim    Other

3. CONSIDERATION

3.1 In consideration for the partial release set forth in Section 2, Client shall pay Releasing Party the sum of (the "Consideration") on or before . Payment shall be made in the form specified:

3.2 The Parties agree that the Consideration represents full and complete consideration for the Released Claims only and that payment of the Consideration is a condition precedent to the effectiveness of the partial release hereunder.

4. RESERVED RIGHTS AND LIMITATIONS

4.1 Except as expressly provided herein, this Release does not release, compromise, impair or otherwise affect any claims other than the Released Claims. Releasing Party expressly reserves all rights with respect to any and all Reserved Claims.

4.2 This partial release is limited to the Released Claims and shall not be construed as evidence of payment, satisfaction or release of any claim not expressly identified herein.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each Party represents and warrants that it has full power and authority to enter into this Release; that the person executing this Release on its behalf is duly authorized; and that this Release constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

5.2 Releasing Party represents that, to its knowledge, there are no other liens, charges or encumbrances that would be affected by the partial release except as disclosed to Client in writing prior to the Effective Date.

6. INDEMNITY

6.1 Releasing Party shall indemnify and hold harmless Client from and against any loss, liability, claim, cost or expense (including reasonable attorneys' fees) arising out of any breach of the representations contained in this Release or arising from claims encompassed within the Released Claims after the Effective Date to the extent caused by Releasing Party's acts or omissions.

7. NOTICES

7.1 All notices, requests, consents and other communications required or permitted under this Release shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party designates by notice to the other Party.

8. AMENDMENT; WAIVER; COUNTERPARTS

8.1 This Release may be amended only by a written instrument executed by both Parties. No waiver of any breach shall be effective unless in writing and signed by the waiving Party. The waiver of any default shall not constitute a waiver of any other or subsequent default.

8.2 This Release may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures provided by facsimile or electronic image shall be effective as originals.

9. GOVERNING LAW

This Release shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 This Release constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

10.2 If any provision of this Release is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remaining provisions shall continue in full force and effect.

11. MISCELLANEOUS

11.1 Each Party acknowledges that it has consulted with such counsel as it deems appropriate and has read and understands the terms and consequences of this Release and signs this Release voluntarily and without duress.

11.2 The Parties agree to execute and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate the purposes of this Release.

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