Legal Product Release Agreement

LEGAL PRODUCT RELEASE AGREEMENT

This Legal Product Release Agreement (the "Agreement") is made effective as of Effective Date: by and between Releasor Name: , a with principal address: , and Releasee Name: , a with principal address: .

RECITALS

WHEREAS, Releasor has developed or is the owner of certain tangible or intangible product(s) described herein (the "Product"), specifically: , version/specification: ; and

WHEREAS, Releasee desires to accept delivery, manufacture, distribute, test, or otherwise use the Product, and Releasor agrees to release certain claims and grant limited rights in accordance with the terms and conditions set forth below; and

WHEREAS, the parties intend by this Agreement to allocate risk, define the scope of release, and set forth obligations with respect to liability, warranties, confidentiality, and indemnification.

NOW THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the sufficiency of which is acknowledged by the parties, the parties agree as follows:

1. DEFINITIONS

1.1 "Product" means the tangible goods, software, documentation, samples, prototypes, and related materials identified above and further described in Product Description:

1.2 "Released Claims" means any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to the Product, its design, manufacture, marketing, sale, distribution, installation, maintenance, operation, or use, whether known or unknown, foreseen or unforeseen, except as expressly reserved in this Agreement.

2. RELEASE AND WAIVER

2.1 Subject to the terms and limitations set forth herein, Releasor hereby irrevocably releases and forever discharges Releasee and its affiliates, officers, directors, employees, agents, successors and assigns from all Released Claims that arise on or before the Effective Date or that arise as a consequence of Releasee's possession, testing, distribution, or use of the Product following delivery and acceptance consistent with this Agreement.

2.2 Notwithstanding the foregoing, this release does not apply to claims resulting from Releasee's gross negligence, willful misconduct, or intentional misrepresentation, nor does it affect Releasor's rights arising from a party's breach of the confidentiality provisions of this Agreement.

3. DELIVERY, ACCEPTANCE AND TITLE

3.1 Delivery shall be deemed complete upon . Title and risk of loss shall pass to Releasee upon delivery unless otherwise agreed in writing.

3.2 Releasee shall inspect the Product within days of delivery and shall provide written notice of any nonconformity. Failure to provide timely written notice shall be deemed acceptance.

4. REPRESENTATIONS AND WARRANTIES

4.1 Releasor represents and warrants that: (a) it is the legal owner of the Product or otherwise has the right to enter into this Agreement; (b) it has full power and authority to grant the releases and consents herein; and (c) to the best of its knowledge the Product does not infringe any third-party intellectual property rights, except as disclosed in writing to Releasee.

4.2 Releasee represents and warrants that it will handle, use, distribute and modify the Product only in accordance with applicable laws and the terms of this Agreement and will not intentionally use the Product in a manner that violates third-party rights.

5. INDEMNIFICATION

5.1 Releasor agrees to indemnify, defend and hold harmless Releasee and its affiliates, officers, directors, employees and agents from and against any and all third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of any breach of Releasor's representations and warranties set forth in Section 4, except to the extent such claims arise from Releasee's gross negligence or willful misconduct.

5.2 Releasee agrees to indemnify, defend and hold harmless Releasor and its affiliates, officers, directors, employees and agents from and against any and all third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from Releasee's use, distribution, modification or commercialization of the Product after acceptance, except to the extent such claims arise from Releasor's breach of this Agreement.

6. LIMITATION OF LIABILITY

6.1 EXCEPT FOR LIABILITY ARISING FROM FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A PARTY'S BREACH OF ITS INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. CONFIDENTIALITY

7.1 Each party shall maintain as confidential and shall not disclose to any third party any confidential information of the other party disclosed in connection with the Product or this Agreement, except as required by law or with the prior written consent of the disclosing party. Confidential information shall not include information that is or becomes publicly available without breach of this Agreement or that is independently developed by the receiving party without use of the disclosing party's confidential information.

8. COMPLIANCE WITH LAWS; RECALLS

8.1 Each party shall comply with all applicable laws, regulations and standards relating to the handling, labeling, marketing, sale and distribution of the Product. In the event of a recall or corrective action required by law or reasonably necessary to protect public safety, the parties shall cooperate and share information, and the party responsible under applicable law or regulation shall bear the cost of such recall or corrective action.

9. TERM AND TERMINATION

9.1 This Agreement shall commence on the Effective Date and shall continue in effect until all obligations hereunder have been fulfilled or until terminated by mutual written agreement of the parties. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after written notice.

9.2 Termination shall not relieve either party of obligations accrued prior to termination, including indemnification and confidentiality obligations, which shall survive termination.

10. NOTICES

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses provided above or to such other address as a party may designate by notice.

11. AMENDMENT; WAIVER

11.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The waiver by either party of a breach shall not operate or be construed as a waiver of any subsequent breach.

12. ASSIGNMENT

12.1 Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an affiliate or successor by merger or acquisition.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

14. ENTIRE AGREEMENT

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

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

16. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement 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 transmitted by electronic means shall be valid and binding to the same extent as original signatures.

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