Legal Release and Waiver Letter

LEGAL RELEASE AND WAIVER LETTER

This Legal Release and Waiver Letter ("Release") is made and entered into as of by and between Party A: , an entity type: , with principal address: (hereinafter "Releasor"), and Party B: , an entity type: , with principal address: (hereinafter "Releasee").

RECITALS

WHEREAS, Releasor asserts that certain claims, demands, causes of action or liabilities may exist arising out of or related to (the "Matter");

WHEREAS, Releasee denies any liability in connection with the Matter but is willing to provide consideration to resolve and avoid the expense and uncertainty of potential claims; and

WHEREAS, the parties desire to fully and finally settle, compromise and discharge all disputes and claims between them without admission of fault and on the terms set forth below.

NOW, THEREFORE, in consideration of the covenants and agreements set forth 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 Release, the following terms have the meanings set forth below. "Claims" means any and all actions, causes of action, suits, debts, liabilities, obligations, demands, accounts, damages, losses, penalties, fines, costs and expenses (including reasonable attorneys' fees and costs) whether known or unknown, suspected or unsuspected, asserted or unasserted, arising out of or relating to the Matter.

2. RELEASE AND WAIVER

Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, successors and assigns, hereby fully, finally and forever releases, waives, discharges and covenants not to sue Releasee and Releasee's parents, subsidiaries, affiliates, officers, directors, employees, agents and representatives (collectively, "Released Parties") from any and all Claims arising out of or in any way related to the Matter, whether known or unknown, foreseen or unforeseen, arising prior to the Effective Date.

3. SCOPE OF RELEASE

The Release contained in Section 2 includes but is not limited to all Claims for personal injury, property damage, economic loss, emotional distress, statutory damages and costs of litigation. This Release applies to Claims under all legal theories, including contract, tort, strict liability and statutory claims, to the fullest extent permitted by law.

4. ASSUMPTION OF RISK

Releasor acknowledges that Releasor understands the nature of the Matter and voluntarily assumes all risks associated therewith, whether known or unknown. Releasor affirms that Releasor has had the opportunity to consult with legal counsel prior to executing this Release.

5. INDEMNIFICATION

Releasor agrees to indemnify, defend and hold harmless the Released Parties from and against any third-party claims, suits, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Releasor's representations, warranties or obligations under this Release or out of the acts or omissions of Releasor related to the Matter.

6. CONSIDERATION

As consideration for the promises and releases herein, Releasee shall provide to Releasor the following: . Releasor acknowledges that such consideration is adequate and constitutes good and valuable consideration.

7. NO ADMISSION OF LIABILITY

The parties expressly acknowledge and agree that this Release does not constitute an admission of liability, fault, wrongdoing or any violation of law by any party, and shall not be construed as such for any purpose.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Release, that the person signing on its behalf is duly authorized, and that no other person or entity must consent to or join in the execution of this Release for it to be binding and enforceable.

9. NOTICES

All notices under this Release shall be in writing and shall be deemed properly given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above or to such other address as a party designates in writing.

10. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Release shall be effective unless in writing and signed by both parties. The failure of either party to enforce any right or provision of this Release shall not constitute a waiver of future enforcement of that right or provision.

11. GOVERNING LAW

This Release shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state.

12. ENTIRE AGREEMENT

This Release constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral, relating to such subject matter.

13. SEVERABILITY

If any provision of this Release is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect to the greatest extent permitted by law.

14. COUNTERPARTS

This Release 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 deemed originals and binding.

15. ACKNOWLEDGMENT

Releasor represents and warrants that Releasor has read this Release in its entirety, fully understands its terms, and signs it voluntarily and without coercion. Releasor further acknowledges that Releasor has had the opportunity to seek independent legal advice.

ADDITIONAL INFORMATION

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