Legal R&C Document

LEGAL R&C DOCUMENT

This Release and Covenant Not to Sue (the "Agreement") is made and entered into as of the day of , by and between Claimant Name: whose address is (the "Releasor"), and Released Party Name: whose address is (the "Releasee").

RECITALS

WHEREAS, Releasor alleges certain claims, demands, actions or causes of action, whether known or unknown, arising out of or related to the facts, occurrences, transactions or dealings described in the claims summary below; and

WHEREAS, Releasee denies liability for any such claims but is willing to provide consideration to resolve and avoid further dispute and litigation; and

WHEREAS, the parties desire to settle and fully and finally resolve all disputes and claims between them on the terms and conditions set forth in this Agreement.

NOW THEREFORE

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Claims" means any and all past, present or future claims, demands, causes of action, suits, debts, liabilities, obligations, costs, and expenses of whatever nature, whether at law or in equity, including attorneys' fees, arising out of or in any way related to the matters described in the Claims Summary.

2. RELEASE

Releasor, on behalf of Releasor and Releasor's heirs, assigns, agents, representatives, attorneys, insurers and successors, hereby fully and forever releases, acquits and discharges Releasee and Releasee's past and present officers, directors, employees, agents, insurers, attorneys, affiliates, successors and assigns from any and all Claims, whether known or unknown, suspected or unsuspected, that Releasor has, had or may have against Releasee arising out of or relating to the matters described in the Claims Summary.

3. COVENANT NOT TO SUE

Releasor covenants and agrees that Releasor shall not institute, prosecute or maintain any action, claim or proceeding against Releasee with respect to any Claim released by this Agreement. This covenant applies to all causes of action, whether known or unknown, asserted or unasserted, and includes claims for damages, injunctive relief and any other remedies.

4. CONSIDERATION

In consideration for the release and covenants set forth in this Agreement, Releasee shall pay to Releasor the sum of (the "Consideration"), payable in accordance with the terms agreed by the parties. Receipt of such Consideration is acknowledged by Releasor.

5. REPRESENTATIONS AND WARRANTIES

Releasor represents and warrants that Releasor is the sole owner of the Claims and has full authority to enter into this Agreement. Releasor further represents that Releasor has not assigned, transferred or conveyed any interest in the Claims to any third party.

Releasor affirms that Releasor has read and understands this Agreement and that Releasor is executing it voluntarily and with full knowledge of its legal consequences.

6. INDEMNIFICATION

Releasor shall indemnify, defend and hold harmless Releasee from and against any and all third party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach by Releasor of the representations, warranties or covenants of this Agreement or out of any claim that Releasor assigned or transferred the Claims to a third party prior to execution of this Agreement.

7. NOTICE

All notices, demands and communications required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or at such other addresses as a party may designate in writing. Delivery shall be by hand, certified mail (return receipt requested), or overnight courier.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations and understandings between the parties relating to the Claims.

10. 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 invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and the Agreement shall be reformed to the extent necessary to effect the parties' intent.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any breach of any provision hereof shall be effective unless in writing and signed by the party granting the waiver. 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.

12. CERTIFICATION

Each party certifies and acknowledges that: (a) it has read and understands this Agreement; (b) it has had the opportunity to obtain independent legal advice or has voluntarily declined to do so; (c) it is not relying upon any statement or representation not expressly set forth in this Agreement; and (d) the person signing below has authority to bind the respective party.

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