Legal Progressive Release Form

Legal Progressive Release Form

This Legal Progressive Release Form (the "Release") is made effective as of Effective Date: by and between Releasor Name: whose principal address is (hereinafter "Releasor"), and Releasee Name: whose principal address is (hereinafter "Releasee"). Releasor and Releasee are collectively referred to as the "Parties."

RECITALS

WHEREAS, Releasor asserts certain claims, demands or causes of action against Releasee arising from or related to the matters described in Exhibit A attached hereto and incorporated herein (the "Claim"); and

WHEREAS, the Parties desire to effect a progressive, partial release of Releasor's rights and claims in exchange for specified payments or other consideration upon attainment of defined progress events, milestones or payments set forth in the Schedule of Releases below; and

WHEREAS, the Parties intend that each progressive release shall operate as a full release of the Released Claims that are the subject of that specific release event while preserving any rights not expressly released until such time as additional releases are executed and delivered in accordance with this Release.

NOW, THEREFORE, in consideration of the mutual covenants 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 "Claim" means any and all claims, causes of action, demands, liabilities, obligations, losses, damages, costs and expenses (including reasonable attorneys' fees) that Releasor has asserted, could have asserted, or may assert against Releasee arising from the matters described in Exhibit A.

1.2 "Progressive Release Event" means a defined milestone, payment, completion, inspection approval, or other event identified in the Schedule of Releases that, upon occurrence and receipt of the stated consideration, triggers the partial release described in Section 2.

2. PROGRESSIVE RELEASE

2.1 Subject to the terms of this Release, upon the occurrence of a Progressive Release Event and receipt by Releasor of the corresponding consideration described in the Schedule of Releases, Releasor hereby irrevocably and unconditionally releases and forever discharges Releasee and its current and former officers, directors, agents, employees, affiliates, successors and assigns (collectively, the "Released Parties") from any and all Released Claims arising on or before the date of such Progressive Release Event to the extent expressly identified in the applicable Schedule entry.

2.2 For purposes of this Release, "Released Claims" for a given Progressive Release Event shall mean all Claims related to the subject matter expressly described in the applicable Schedule entry and only to the extent of the scope expressly stated therein. No release in this Release shall be construed to apply to Claims not expressly identified in a given Schedule entry.

3. SCHEDULE OF RELEASES

The Parties agree that progressive releases will be documented according to the following schedule. Each entry below constitutes a separate Progressive Release Event and, upon the stated consideration and occurrence, will effect the partial release described.

4. RESERVATION OF RIGHTS

Except as expressly released by a Progressive Release Event in the Schedule of Releases, Releasor expressly reserves all rights, claims and causes of action that are not the subject of that specific release. No payment or acknowledgement by Releasee shall be construed as a release of claims other than those specifically described in the corresponding Schedule entry signed by the Parties.

5. CONSIDERATION

Releasor acknowledges receipt of the consideration described for each Progressive Release Event upon execution of that event's release documentation. Releasor agrees that such consideration constitutes full and adequate consideration for the Released Claims covered by that specific Progressive Release Event.

6. REPRESENTATIONS AND WARRANTIES

Releasor represents and warrants that: (a) Releasor has full power, authority and legal right to enter into this Release and to grant the releases set forth herein; (b) Releasor has not assigned, transferred or conveyed any right or interest in any Released Claim except as disclosed in writing to Releasee; (c) Releasor has not entered into any other agreement that would conflict with the releases granted by this Release; and (d) the person signing this Release on behalf of Releasor is duly authorized to bind Releasor.

7. INDEMNIFICATION

Releasor shall indemnify and hold harmless the Released Parties from and against any loss, liability, damage or expense (including reasonable attorneys' fees) arising out of any claim that is inconsistent with the representations made herein or that relates to any matter expressly reserved by Releasor under Section 4. The indemnity provided in this Section shall survive the execution of any progressive release.

8. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and addressed as follows:

9. GOVERNING LAW; VENUE

This Release shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Release.

10. ENTIRE AGREEMENT; AMENDMENTS; WAIVER; SEVERABILITY; COUNTERPARTS

This Release constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. Any amendment or modification of this Release must be in a writing signed by both Parties. Failure by any Party to insist upon strict performance of any provision of this Release shall not be deemed a waiver of such provision. If any provision of this Release is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. This Release may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. FURTHER ASSURANCES

Each Party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the intent and purposes of this Release.

EXHIBIT A — DESCRIPTION OF CLAIM(S)

EXECUTION

Each Party warrants and represents that it has read this Release, understands its contents, and has had the opportunity to obtain independent legal advice. By signing below, each signatory represents that he, she or it has full authority to bind the Party on whose behalf the signatory executes this Release.

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