Legal Release and Settlement Notice

LEGAL RELEASE AND SETTLEMENT NOTICE

This Legal Release and Settlement Notice (the "Agreement") is made effective as of Effective Date: , by and between Claimant Name: , whose address for notice is identified below, and Released Party Name: (together, the "Parties").

RECITALS

WHEREAS, Claimant has asserted, or could assert, claims, demands, causes of action or liability against Released Party arising out of or relating to the facts, transactions or occurrences described as: (the "Dispute");

WHEREAS, the Parties wish to settle, compromise, and fully resolve all disputes, claims, and causes of action between them related to or arising from the Dispute without admission of liability and on the terms set forth in this Agreement;

WHEREAS, the Parties acknowledge that this Agreement is intended to fully and finally resolve all matters released herein and to provide mutual certainty and finality.

NOW, THEREFORE, in consideration of the mutual covenants, promises and releases contained herein and for 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, "Released Claims" means any and all actions, causes of action, suits, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, liabilities, obligations, demands and liabilities of every kind and nature, whether known or unknown, suspected or unsuspected, asserted or unasserted, at law or in equity, that Claimant ever had, now has or may hereafter claim to have against Released Party arising out of or relating to the Dispute through the Effective Date.

2. Settlement Payment

In full consideration for the releases and covenants herein, Released Party agrees to pay Claimant a total settlement amount of $ (the "Settlement Amount"), subject to the payment schedule and conditions set forth below.

Payment Method: Check Wire Transfer Other:

3. Release by Claimant

Upon receipt of the full Settlement Amount in accordance with Section 2, Claimant, on behalf of Claimant and Claimant's assigns, heirs, executors, administrators, attorneys, agents, successors and insurers, hereby irrevocably and unconditionally releases and discharges Released Party and its past, present and future parents, subsidiaries, affiliates, predecessors, successors, assigns, and each of their respective officers, directors, employees, agents and representatives (collectively, the "Released Parties") from any and all Released Claims.

This release includes, without limitation, a waiver and release of all claims that Claimant does not now know or suspect to exist in Claimant's favor that, if known by Claimant, might have materially affected Claimant's settlement with Released Party. To the extent permitted by law, Claimant expressly waives any rights under any statutory provision purporting to limit the release of unknown claims.

4. No Admission of Liability

The Parties acknowledge and agree that this Agreement and compliance with the terms hereof shall not be construed as an admission of liability or wrongdoing by any Party, which liability is expressly denied.

5. Confidentiality

Except as required by law or as reasonably necessary to effectuate the terms of this Agreement, the Parties shall keep the terms, amount and existence of this Agreement strictly confidential. Notwithstanding the foregoing, disclosure is permitted to each Party's counsel, accountants and immediate family members who need to know the information and who agree to be bound by this confidentiality obligation.

6. Representations and Warranties

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

7. Taxes

Each Party is solely responsible for its own tax liability, if any, arising from the Settlement Amount or any other payments under this Agreement. To the extent any withholding or reporting is required by law, the appropriate Party shall comply and shall provide reasonable documentation to the other Party evidencing such compliance.

8. Indemnification

Each Party shall indemnify, defend and hold harmless the other Party from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of such Party's representations, warranties or obligations under this Agreement.

9. Notices

All notices, demands or other 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 courier to the addresses set forth below or to such other address as a Party may specify in writing.

10. Amendments; Waiver

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and executed by both Parties. Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified here: , without regard to its conflicts of laws principles.

12. Entire Agreement

This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof, supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written, and may not be contradicted by evidence of any prior or contemporaneous statement.

13. Severability

If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remainder of the Agreement shall remain in full force and effect.

14. Counterparts and Electronic Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including scanned, PDF or other electronic image) shall be binding and enforceable as originals.

15. Miscellaneous

The headings used in this Agreement are for convenience only and shall not affect its interpretation. The Parties acknowledge that they have read and understand this Agreement, that they have had the opportunity to seek legal counsel, and that they enter into this Agreement voluntarily and without duress.

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