Legal Progress Waiver

LEGAL PROGRESS WAIVER

This Progress Waiver (the "Waiver") is made as of by and between Client Name: , with principal address at , and Contractor Name: , with principal address at .

RECITALS

WHEREAS, Client and Contractor entered into a written contract for the performance of certain construction and related services described as Project: located at Property Address: (the "Contract");

WHEREAS, Contractor asserts it has performed certain labor, services, materials or other work in furtherance of the Contract through Payment Period Ending: ; and

WHEREAS, Client has agreed to make a progress payment to Contractor and the parties desire to document the conditional waiver and release of certain lien or claim rights in connection with that progress payment.

NOW, THEREFORE

In consideration of the mutual covenants set forth herein and other good and valuable consideration, receipt of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Waiver: "Payment" means the progress payment described in Section 2; "Work" means labor, services, materials and equipment furnished by or through Contractor under the Contract through the Payment Period Ending specified above; "Released Claims" means mechanic's liens, stop notices, bond claims, claims of lien or other claims for payment to the extent expressly waived herein.

2. PAYMENT ACKNOWLEDGMENT

Client acknowledges that Client has tendered or will tender to Contractor a payment in the amount of $ (the "Payment") for Work performed through Payment Period Ending: . The Payment is made in full consideration of the limited waiver and release set forth in Section 3.

3. PROGRESS WAIVER AND RELEASE

Upon Contractor's receipt and clearance of the Payment, Contractor hereby unconditionally and irrevocably waives and releases Released Claims against the Property and Client only to the extent of the amount of the Payment for Work performed through the Payment Period Ending specified above. This waiver and release is a partial progress waiver and does not constitute a release of claims for Work not yet performed or for amounts in excess of the Payment. This Waiver does not affect Contractor's right to assert claims for subsequent work, retainage, or future progress payments.

4. REPRESENTATIONS AND WARRANTIES

Contractor represents and warrants that: (a) Contractor has the authority to execute this Waiver; (b) to the best of Contractor's knowledge, all subcontractors, suppliers and laborers who performed Work for the period covered by this Payment have been paid in full or will be paid from the Payment; and (c) Contractor has not assigned, pledged or encumbered its right to receive or to waive the Payment except as disclosed herein.

Contractor further represents that any sums claimed as unpaid by subcontractors or suppliers for the period covered herein shall be Contractor's responsibility and Contractor agrees to indemnify and hold Client harmless from any liens, claims, demands or causes of action arising from obligations incurred by Contractor prior to the Effective Date.

5. INDEMNITY

Contractor shall indemnify, defend and hold Client, the Property owner and their respective agents and employees harmless from and against any and all liabilities, costs, losses, damages, claims and expenses, including reasonable attorneys' fees, arising out of or related to any claim or lien released by Contractor herein, which claim is asserted by any person or entity for whom Contractor is responsible.

6. SCOPE OF RELEASE

The waiver and release set forth in Section 3 applies only to liens, stop notices, bond claims and other claims for payment arising from Work performed through the Payment Period Ending specified above and only to the extent of the Payment. Except as expressly set forth in this Waiver, Contractor retains all rights to recover for Work not covered by the Payment and to assert claims available under the Contract or applicable law for amounts not released herein.

7. NOTICES

All notices required or permitted under this Waiver shall be in writing and shall be deemed given when delivered personally, sent by certified mail return receipt requested, or delivered by nationally recognized overnight carrier, to the addresses set forth above or such other address as a party may designate by notice.

8. GOVERNING LAW; VENUE

This Waiver shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in the county of for resolution of any dispute arising from this Waiver.

9. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY

This Waiver constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements. No amendment, modification or waiver of any provision of this Waiver shall be effective unless in writing signed by both parties. If any provision of this Waiver is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

10. WAIVER; COUNTERPARTS

The failure of either party to enforce any right or provision of this Waiver shall not constitute a waiver of future enforcement of that right or provision. This Waiver 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.

11. ADDITIONAL STATEMENTS

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