Legal Release and Covenant

LEGAL RELEASE AND COVENANT

This Legal Release and Covenant (the Agreement) is made as of between Releasor Name: with address and Releasee Name: with address .

Recitals

WHEREAS, Releasor claims to have suffered certain injuries, damages, losses or other claims arising out of or related to the incidents, acts, omissions, facts or occurrences described in the claims attached hereto or described below; and

WHEREAS, Releasee denies any liability or wrongdoing but is willing to provide consideration to fully and finally resolve all claims as set forth in this Agreement; and

WHEREAS, the parties desire to settle and resolve all disputes, claims, and controversies between them, whether known or unknown, on the terms set forth in this Agreement.

Now, Therefore

NOW, THEREFORE, in consideration of the mutual covenants, promises and payments set forth herein, and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

For purposes of this Agreement, "Claims" means any and all actions, causes of action, suits, liabilities, debts, obligations, accounts, claims, demands, damages, losses, costs, expenses and attorneys' fees, whether known or unknown, fixed or contingent, suspected or unsuspected, that Releasor has or may have against Releasee arising out of the facts, transactions or occurrences referenced in the Recitals or described in the Settled Claims section below.

2. Release

Subject to the terms and conditions of this Agreement, Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, successors and assigns, hereby fully, finally and forever releases and discharges Releasee, and Releasee's past and present officers, directors, employees, agents, insurers, predecessors, successors and assigns, from any and all Claims arising from any acts, omissions or occurrences up to and including the date of this Agreement.

Settled claims description:

Settlement consideration to Releasor: (payment terms and timing are part of the consideration and shall be performed as set forth below).

3. Covenant Not to Sue

In consideration of the payments and promises in this Agreement, Releasor covenants and agrees not to bring, file or prosecute any action, suit, arbitration or other proceeding asserting any Claim released by this Agreement against Releasee. This covenant applies to all forum types and shall survive the termination of this Agreement. Releasor's covenant not to sue does not prohibit Releasor from filing a claim seeking to enforce this Agreement.

4. Unknown Claims Waiver

Releasor expressly understands and acknowledges the significance and consequence of releasing unknown claims and waives the rights under any statute or common law principle that would otherwise limit the effect of this release as to unknown claims. The parties acknowledge whether or not the release includes unknown claims: Release includes unknown claims

5. Consideration and Payment

Releasee shall deliver the consideration described above to Releasor in accordance with the following terms:

6. Representations and Warranties

Each party represents and warrants that it has full authority to enter into this Agreement, that it understands the terms and effect of this Agreement, and that the signatory has been duly authorized to execute this Agreement on behalf of the party. Releasor represents that Releasor has not assigned or transferred any Claim released herein to any third party.

7. Indemnification

Releasor agrees to indemnify, defend and hold harmless Releasee from and against any and all liabilities, losses, damages, claims, demands and expenses (including reasonable attorneys' fees) arising out of any breach of Releasor's representations, warranties or covenants contained in this Agreement.

8. No Admission of Liability

The parties understand and agree that execution of this Agreement and the performance of its terms shall not be construed as an admission of liability, fault, or wrongdoing by Releasee, and Releasee specifically denies any such liability.

9. Notices

All notices, requests or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this section.

10. Governing Law; Venue

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. The parties consent to exclusive jurisdiction and venue in the state and federal courts located within that state.

11. Entire Agreement; Severability

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. Amendments; Waiver; Counterparts

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by the parties. No waiver by any party of any breach of this Agreement shall be deemed a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. Attorneys' Fees; Costs

In the event of a dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in connection with such dispute, in addition to any other relief awarded.

14. Survival

The representations, warranties, covenants and indemnities set forth in this Agreement shall survive the execution and delivery of this Agreement to the extent necessary to enforce the parties' rights and obligations.

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