Legal Release and Settlement Form

LEGAL RELEASE AND SETTLEMENT AGREEMENT

This Legal Release and Settlement Agreement (the Agreement) is made and entered into as of by and between Claimant Name: , an individual/entity with address: ("Claimant"), and Respondent Name: , an individual/entity with address: ("Respondent").

RECITALS

WHEREAS, Claimant asserts certain claims, demands and causes of action arising out of or related to the facts described as:

WHEREAS, Respondent denies liability for the matters alleged by Claimant and desires to resolve and settle any and all disputes, claims and potential claims between the parties without admission of liability; and

WHEREAS, the parties desire to settle all disputes, claims and causes of action between them upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein 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, the following terms shall have the meanings set forth below:

a) "Released Claims" means any and all claims, charges, liabilities, obligations, demands, actions, causes of action, suits, debts, liens, contracts, agreements, promises, damages, losses, costs and expenses (including attorneys' fees) of every nature and description, known or unknown, suspected or unsuspected, which Claimant has asserted, could have asserted or claims to have against Respondent through the Effective Date.

2. SETTLEMENT CONSIDERATION

In full and complete settlement of the Released Claims, Respondent agrees to pay Claimant the gross sum of (the Settlement Payment), subject to the following terms.

Payment shall be made by Respondent to Claimant by: within days of the Effective Date defined herein.

3. RELEASE BY CLAIMANT

Upon receipt of the Settlement Payment in accordance with Section 2, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, agents, representatives, attorneys, successors and assigns, hereby irrevocably and unconditionally releases, acquits and forever discharges Respondent, and its past and present parents, subsidiaries, affiliates, officers, directors, employees, agents, insurers and attorneys, from any and all Released Claims incurred through the Effective Date of this Agreement.

The Effective Date of this Agreement shall be the date on which the last of the parties executes this Agreement.

4. MUTUAL RELEASE (IF APPLICABLE)

To the extent applicable, and except as otherwise provided in this Agreement, each party hereby releases the other party and its representatives from any claims arising out of the matters described in the Recitals through the Effective Date, subject to the express limitations in this Agreement.

5. NO ADMISSION

This Agreement and compliance with this Agreement do not constitute and shall not be construed as an admission by Respondent of any liability, wrongdoing, or violation of law. The parties expressly deny any such liability.

6. CONFIDENTIALITY

The parties agree that the terms and amount of this settlement shall be confidential: Yes No . Notwithstanding the foregoing, disclosure is permitted as required by law or to an attorney or tax advisor on a confidential basis.

7. DISMISSAL

Claimant agrees to file, at Claimant's expense, within days after receipt of the Settlement Payment, a voluntary dismissal with prejudice of any pending action identified as Case Number: in .

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) the person signing on its behalf is duly authorized to execute this Agreement; and (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

9. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any claims arising out of any breach of that party's representations, warranties or obligations under this Agreement, including reasonable attorneys' fees and costs incurred in enforcing this Agreement.

10. TAX MATTERS

Each party shall be solely responsible for its own tax liabilities, if any, arising from the Settlement Payment. If any reporting or withholding is required by law, the parties shall cooperate to satisfy such obligations. Claimant acknowledges that Claimant has been advised to consult with a tax advisor regarding any tax consequences.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above, or to such other address as a party may designate in writing in accordance with this Section.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the parties' intent.

15. AMENDMENT AND WAIVER

This Agreement may be amended only by a writing signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom the waiver is asserted.

16. COUNTERPARTS

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. Facsimile or electronic signatures shall be binding for all purposes.

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