Legal Release and Settlement Statement

LEGAL RELEASE AND SETTLEMENT STATEMENT

This Legal Release and Settlement Statement (the "Agreement") is made and entered into on this day: of , by and between Claimant Name: of Address: (hereinafter "Claimant"), and Defendant Name: of Address: (hereinafter "Defendant").

RECITALS

WHEREAS, Claimant has asserted certain claims, demands, or causes of action against Defendant arising out of or relating to the facts and transactions described as:

WHEREAS, the parties desire to fully and finally resolve and settle all disputes, claims, causes of action, and controversies between them, whether known or unknown, and to avoid the expense, distraction and risk of further litigation; and

WHEREAS, Defendant denies liability but is willing to enter into this Agreement to compromise and settle all disputed matters on the terms and conditions set forth below.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, 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, demands, causes of action, liabilities, obligations, damages, losses, costs, expenses and attorneys' fees, whether known or unknown, suspected or unsuspected, contingent or fixed, that Claimant has or may have had against Defendant up to and including the Effective Date arising out of the facts described in the recitals or any matters that were or could have been asserted in any related demand, claim or litigation.

2. SETTLEMENT PAYMENT

Defendant shall pay to Claimant the total gross sum of $ (the "Settlement Amount"), subject to the terms below.

3. RELEASE BY CLAIMANT

Upon receipt of the Settlement Amount in accordance with Section 2, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, agents, attorneys, insurers, successors and assigns, hereby fully, finally and forever releases, relinquishes and discharges Defendant and Defendant's past and present officers, directors, agents, employees, insurers, attorneys, affiliates, subsidiaries, successors and assigns (collectively, the "Released Parties") from any and all Released Claims, whether known or unknown, asserted or unasserted, that exist as of the Effective Date.

This release includes, without limitation, any claims based on contract, tort, statute, regulation, constitutional right, negligence, misrepresentation, fraud, or other legal theory, and includes claims for compensatory, consequential, punitive, exemplary and statutory damages, and attorneys' fees and costs.

4. RELEASE BY DEFENDANT

To the extent that Defendant asserts any cross-claims, counterclaims or related claims arising out of the same transactions or occurrences, and except as otherwise expressly provided herein, Defendant, on behalf of itself and its predecessors, successors, affiliates and assigns, releases Claimant from such claims to the extent they are included within the scope of Released Claims. This Agreement does not release claims arising after the Effective Date or claims for breach of this Agreement.

5. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that this Agreement is a compromise of disputed claims and that neither this Agreement nor the payment of the Settlement Amount shall be construed as an admission of liability, wrongdoing, or fault by any party.

6. CONFIDENTIALITY

The parties agree that the terms, amount and existence of this Agreement shall be kept confidential and shall not be disclosed to any third party except as required by law, or to the extent disclosure is reasonably necessary to enforce this Agreement or to obtain professional or financial advice (provided such recipients are bound by confidentiality). Any permitted disclosure shall not include the communication of any disparaging statements about the other party.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full authority to enter into this Agreement; (b) the person signing this Agreement on behalf of each party is authorized to execute the Agreement; (c) it has read and understands the terms of this Agreement; and (d) it has had the opportunity to consult with counsel of its choosing.

8. TAXES

Each party shall be responsible for its own taxes, and Claimant acknowledges that it is responsible for reporting any taxable portion of the Settlement Amount. If applicable law requires withholding, Defendant may withhold amounts required by law and shall provide Claimant with appropriate documentation of such withholding.

9. INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other party and its affiliates, and their respective officers, directors, employees and agents, from and against any claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of any breach of this Agreement by the indemnifying party.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by notice:

11. AMENDMENT AND WAIVER

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

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws 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, negotiations, representations and understandings, whether written or oral.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, such provision shall be ineffective only to the extent of such invalidity or unenforceability without affecting the remaining provisions of this Agreement.

15. 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. Signatures delivered by electronic transmission shall be binding as originals.

16. MISCELLANEOUS

The headings contained in this Agreement are for convenience only and shall not affect the interpretation of any provision. The parties acknowledge that they have fully read and understand this Agreement and that they have had the opportunity to seek independent legal advice.

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