Legal Release and Lien Waiver

LEGAL RELEASE AND LIEN WAIVER

This Legal Release and Lien Waiver (the "Agreement") is entered into on the by and between Releasor Name: (hereinafter "Releasor") and Releasee Name: (hereinafter "Releasee"). Releasor and Releasee may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Releasor performed labor, supplied materials, or provided services on the project identified as: Project Name: located at Property Address: (the "Project"); and

WHEREAS, the parties desire to settle, release, and waive certain claims and rights to file or enforce liens, claims of lien, stop notices, payment bond claims, or similar remedies arising from or related to the Project; and

WHEREAS, Releasor acknowledges receipt, or will receive as consideration under this Agreement, the payment and other consideration set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and the payment described herein and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: "Work" means all labor, services, materials, equipment, and supervision furnished or to be furnished by Releasor for the Project through the date of this Agreement. "Payment" means the monetary amount described in Section 2 as consideration for this Release and Lien Waiver.

2. WAIVER AND RELEASE

Releasor, on behalf of itself and its agents, employees, contractors, subcontractors, suppliers, successors and assigns, hereby irrevocably waives, releases and forever discharges Releasee from any and all claims, demands, actions, causes of action, suits, liens, encumbrances, and liabilities of every nature and description, whether known or unknown, arising out of or relating to the Work on the Project through the date of this Agreement, subject to the selection below:

Waiver Type (check one): Conditional Waiver and Release on Receipt of Payment — This release becomes effective only upon actual receipt and clearance of Payment described below. Unconditional Waiver and Release on Final Payment — This release is effective immediately and is not conditioned on receipt of funds.

Consideration: Payment Amount: $. Payment Date: . Invoice or Reference Number:

3. LIEN WAIVER

Upon the receipt of Payment (if Conditional Waiver is selected) or as of the effective date of this Agreement (if Unconditional Waiver is selected), Releasor irrevocably waives, releases and relinquishes any right to file or assert a mechanic's lien, claim of lien, stop notice, payment bond claim, or similar security interest against the Project, the Property, or against any funds, retainage or proceeds related to the Project to the extent arising from performance of the Work through the date of this Agreement.

4. REPRESENTATIONS AND WARRANTIES

Releasor represents and warrants that (a) it has the full right, power and authority to execute this Agreement and to grant the releases provided herein; (b) the names, addresses and other information provided in this Agreement are true and correct; (c) Releasor has not assigned any claim or right that would impair the releases herein; and (d) except as disclosed below, Releasor has been paid in full for all labor and materials furnished through the date of this Agreement.

Outstanding amounts claimed by Releasor as of the date of this Agreement, if any: $. Last date Work was performed: .

5. INDEMNITY

Releasor shall indemnify, defend and hold harmless Releasee from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorney fees and costs) arising out of any claim by a subcontractor, supplier or other claimant asserting rights that would have been released or waived under this Agreement, provided such claim arises from acts or omissions of Releasor or its subcontractors or suppliers.

6. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or three (3) days after being deposited in the U.S. Mail, postage prepaid, addressed to the Party at the address provided above or to such other address as either Party may designate in writing.

7. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state identified below, without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the county of: and state: for any dispute arising under this Agreement.

8. ENTIRE AGREEMENT; SEVERABILITY

This Agreement contains the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether oral or written. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

9. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless made in writing and signed by both Parties. Waiver of any breach or right under this Agreement shall not constitute a waiver of any other breach or right. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. ADDITIONAL ACKNOWLEDGMENTS

Releasor acknowledges that it has read and understands this Agreement and that it has had the opportunity to obtain independent legal counsel. Releasor further acknowledges that the payment described herein is fair consideration for the release and waiver provided by this Agreement.

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