Legal Release and Disbursement

LEGAL RELEASE AND DISBURSEMENT

This Legal Release and Disbursement Agreement ("Agreement") is entered into as of Date: by and between Releasor: with principal address at , and Releasee/Payor: with principal address at .

RECITALS

WHEREAS, Releasor has asserted or could assert certain claims, demands, actions or causes of action against Releasee arising out of facts, occurrences, acts or omissions through and including the date of this Agreement (collectively, the "Claims"); and

WHEREAS, the parties desire to resolve and settle all such Claims and to specify the manner of disbursing the consideration paid to effect that resolution; and

WHEREAS, Releasee is willing to pay, and Releasor is willing to accept, the consideration described below in full settlement and satisfaction of the Claims, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants, promises and agreements 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 "Claims" means any and all actions, causes of action, suits, claims, demands, rights, liabilities, losses, obligations, damages, costs and expenses, whether known or unknown, suspected or unsuspected, arising at law, in equity or otherwise, that Releasor has, had, or may have against Releasee through the date of this Agreement.

1.2 "Settlement Amount" means the gross monetary consideration to be paid by Releasee in full settlement of the Claims as set forth below.

2. RELEASE

2.1 Upon receipt of the Settlement Amount in accordance with Section 3, Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, agents, representatives, successors and assigns, hereby unconditionally and irrevocably releases and forever discharges Releasee and its past and present officers, directors, employees, agents, insurers, attorneys, subsidiaries, affiliates and assigns (collectively, "Released Parties") from all Claims.

2.2 The release described in this Section applies to all Claims whether known or unknown, and Releasor expressly waives any rights Releasor may have under any statute or common law that limits the scope of a release of unknown claims.

3. DISBURSEMENT AUTHORIZATION

3.1 Releasee shall pay the gross Settlement Amount of $ payable on or before , subject to deduction for authorized amounts described in Section 3.2.

3.2 The parties authorize Releasee to withhold and pay from the Settlement Amount the following items (enter amounts where applicable):

Attorney fees and costs: $

Outstanding liens or subrogation claims: $

Other deductions (describe): $

3.3 Net amount payable to Releasor after authorized deductions: $

3.4 Payee for disbursement (check one): Releasor Third-party/payee as instructed below

4. TAXES AND WITHHOLDING

4.1 Each party shall be responsible for its own tax reporting and liabilities arising from the payments made under this Agreement unless otherwise required by law. Releasee may withhold taxes or make tax-related deductions from the Settlement Amount to the extent required by applicable law or by written notice from a governmental authority.

4.2 Releasor represents and warrants that Releasor will provide any documentation reasonably necessary to effect or exempt withholding, and that Releasor will indemnify Releasee for any taxes, penalties or interest arising from Releasor's failure to provide such documentation.

5. REPRESENTATIONS AND WARRANTIES

5.1 Releasor represents and warrants that Releasor has full authority to enter into this Agreement and to release the Claims described herein, that no other person or entity has any interest in the Claims except as disclosed in writing, and that Releasor has not assigned or transferred any portion of the Claims to any third party.

5.2 Releasee represents and warrants that it has the corporate authority to make the payments and perform the obligations described in this Agreement.

6. INDEMNIFICATION

Releasor agrees to indemnify, defend and hold harmless the Released Parties from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or obligations of Releasor under this Agreement or arising from any third-party claim that the Released Parties must satisfy, in whole or in part, due to Releasor's actions or omissions.

7. CONFIDENTIALITY

The parties acknowledge that the existence, terms and amount of this Agreement are confidential and agree not to disclose such information to any third party except as required by law, as necessary to enforce this Agreement, or to an agent, attorney or tax advisor who agrees to maintain confidentiality.

8. NOTICES

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

9. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No waiver by any party of any breach shall be effective unless in writing and signed, and no waiver 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 and the same instrument.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state whose law governs disputes involving the parties' principal places of business, without regard to conflict of law principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. MISCELLANEOUS

The parties acknowledge that they have read and understand this Agreement, that they have had the opportunity to consult counsel of their choosing, and that they sign this Agreement voluntarily and with full knowledge of its terms and legal effect.

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