Legal Release and Receipt

LEGAL RELEASE AND RECEIPT

This Legal Release and Receipt (the "Agreement") is made effective as of by and between Releasor Name: , Releasor Address: (the "Releasor"), and Releasee Name: , Releasee Address: (the "Releasee").

RECITALS

WHEREAS, Releasor asserts that Releasor may have certain claims, demands, causes of action, losses or liabilities, whether known or unknown, suspected or unsuspected, past or present, arising out of or relating to: (the "Matter");

WHEREAS, Releasee denies liability for the Matter but is willing to provide consideration to resolve and conclude all claims and disputes between the parties on the terms set forth herein; and

WHEREAS, the parties desire to settle, compromise and finally resolve all differences and disputes between them without admission of liability.

NOW, THEREFORE

In consideration of the mutual covenants and other good and valuable consideration set forth below, the 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, liens, demands, rights, obligations, liabilities, losses, costs, expenses and damages of every nature and description, whether at law or in equity, whether known or unknown, suspected or unsuspected, fixed or contingent, that arise out of or relate to the Matter.

2. RELEASE AND DISCHARGE

Upon receipt of the consideration set forth in Section 3, Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, assigns and agents, hereby fully, finally and forever releases, acquits and discharges Releasee and Releasee's past and present affiliates, successors, assigns, insurers, officers, directors, employees and agents (collectively "Releasee Parties") from any and all Claims whether known or unknown, asserted or unasserted, that arise out of or relate to the Matter, including but not limited to claims for compensatory damages, punitive damages, statutory damages, interest, costs and attorneys' fees.

This release includes a release of unknown claims. Releasor expressly waives any rights Releasor may have under any statute or common law that would limit the scope of this release with respect to unknown claims.

3. CONSIDERATION AND RECEIPT

In full and final settlement of the Claims, Releasee shall provide the following consideration to Releasor:

4. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that this Agreement is a compromise of disputed claims and that neither party admits any liability, fault or wrongdoing by entering into this Agreement. No statement made in the course of negotiations leading to this Agreement shall be admissible in any proceeding as evidence of liability, except to enforce the terms of this Agreement.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Agreement, that the person signing on behalf of each party is duly authorized, and that this Agreement constitutes a binding and enforceable obligation of that party in accordance with its terms.

6. INDEMNIFICATION

Releasor agrees to indemnify and hold harmless the Releasee Parties from and against any and all claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from any breach by Releasor of the representations, warranties or agreements contained in this Agreement.

7. CONFIDENTIALITY

Except as required by law, the parties shall keep the terms, amount and existence of this Agreement confidential. Notwithstanding the foregoing, this confidentiality provision shall not prevent disclosure to the parties' legal or financial advisors, or as required in legal proceedings to enforce this Agreement.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or to such other address as a party may designate in writing):

9. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing signed by the party against whom enforcement is sought. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state indicated by the parties below. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

11. EXECUTION AND ACKNOWLEDGMENTS

Each party acknowledges that: (a) it has read this Agreement, (b) it understands the terms and consequences of this Agreement, (c) it has been given the opportunity to seek the advice of counsel, and (d) it signs this Agreement voluntarily and with full knowledge of its legal effect.

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