Legal Release and Indemnification

LEGAL RELEASE AND INDEMNIFICATION

This Legal Release and Indemnification (the Agreement) is made as of by and between Releasor: whose address is , and Releasee: whose address is .

RECITALS

WHEREAS, Releasor contends that certain events, acts, omissions or circumstances described as: occurred on or about ; and

WHEREAS, Releasee denies liability for the matters described above and the parties desire to avoid further dispute and litigation and to settle fully and finally all claims, demands and causes of action between them; and

WHEREAS, Releasor acknowledges receipt of consideration as set forth below and agrees to release and indemnify Releasee as provided in this Agreement.

NOW THEREFORE

In consideration of the mutual covenants and the sum of (payable in accordance with such terms as the parties agree), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: (a) "Claims" means any and all claims, demands, causes of action, liabilities, obligations, damages, losses, fines, penalties, costs and expenses of any kind, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, including attorneys' fees and costs; (b) "Released Parties" means Releasee and its past, present and future parents, affiliates, subsidiaries, officers, directors, employees, agents, representatives, insurers, and attorneys.

2. RELEASE

Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, successors and assigns, hereby fully and forever releases, waives and discharges the Released Parties from any and all Claims arising out of or related to the events described in recital_event_description and any other matters occurring prior to the agreement_date, whether arising in contract, tort, statute or otherwise, and whether known or unknown.

3. INDEMNIFICATION AND DEFENSE

Releasor shall indemnify, defend and hold harmless the Released Parties from and against any and all Claims arising out of or related to: (a) Releasor's breach of any representation, warranty or covenant contained in this Agreement; (b) any claim by a third party that arises out of facts, acts or omissions for which Releasor would otherwise be liable; and (c) any claim asserting that this Agreement is invalid as to Releasor due to misrepresentation by Releasor. Such indemnification shall include payment of damages, settlements, litigation costs, attorneys' fees and other reasonable costs of defense incurred by the Released Parties.

4. SCOPE OF RELEASE

The parties intend that this release be interpreted broadly to bar any Claims related to the subject matter described in the Recitals, including but not limited to claims for personal injury, property damage, economic loss, consequential damages and statutory penalties, except as expressly reserved in this Agreement. This release extends to Claims that are presently known or unknown.

5. REPRESENTATIONS AND WARRANTIES

Releasor represents and warrants that Releasor has full authority to enter into this Agreement, that Releasor has not assigned or transferred any Claim released herein, and that Releasor has not previously settled or released any Claim relating to the subject matter that would impair the effect of this Agreement. Releasor acknowledges that Releasor has had the opportunity to consult legal counsel of Releasor's choosing.

6. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that this Agreement is a compromise and settlement of disputed claims and that neither the payment of consideration nor the execution and delivery of this Agreement shall be construed as an admission of liability by any party.

7. LIMITATION ON RECOVERY

Notwithstanding any other provision, Releasor expressly waives any right to recover punitive or exemplary damages from the Released Parties to the extent permitted by applicable law. The parties acknowledge that this limitation is an essential inducement to Releasee entering into this Agreement.

8. INSURANCE

Each party represents that it will maintain at its own expense such insurance coverage as is customary and commercially reasonable for its business. Nothing in this Agreement shall be construed as limiting the duty of any party to obtain or maintain insurance required by law or contract.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered in person, sent by certified mail (return receipt requested) or sent by a nationally recognized overnight courier to the addresses set forth above or to such other address as either party shall specify in writing. Notices are effective upon receipt.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between Releasor and Releasee with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and shall be enforced to the fullest extent permitted by law.

13. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The waiver by any party of a breach of any provision shall not operate or be construed as 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.

14. SURVIVAL

The representations, warranties, covenants, indemnities and agreements in this Agreement shall survive the execution and delivery of this Agreement and the execution of any release or settlement contemplated herein.

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