Legal Release Approval Form

LEGAL RELEASE APPROVAL FORM

This Legal Release Approval Form (Effective Date: ) is made and entered into by and between Approving Party: , a(n) with principal address at ; and Releasing Party: , a(n) with principal address at . Approving Party and Releasing Party are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Releasing Party asserts or may assert certain claims, demands, causes of action, liabilities, or rights relating to the matter identified as: (the "Matter");

WHEREAS, Approving Party has authority to approve the release described herein and desires to document the terms and limitations of such approval; and

WHEREAS, the Parties intend by this instrument to effect a binding release and approval that sets forth the scope, consideration, and administrative requirements for the resolution of the Matter.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Released Claims" means all claims, actions, causes of action, suits, debts, obligations, liabilities, demands, losses, damages, costs and expenses, whether known or unknown, suspected or unsuspected, fixed or contingent, at law or in equity, that relate to, arise out of, or are in any way connected with the Matter, except as expressly carved out in Section 7 of this Agreement.

2. APPROVAL AND RELEASE

2.1 Subject to the terms and conditions of this Agreement, and in consideration of the Consideration described in Section 3, Releasing Party, on behalf of Releasing Party and Releasing Party's past, present and future agents, representatives, officers, directors, shareholders, employees, heirs, successors, assigns and insurers, hereby fully and finally releases and forever discharges Approving Party from all Released Claims.

2.2 The release set forth in Section 2.1 is intended to be broad and inclusive and is a bar to any action or claim by Releasing Party or any person or entity claiming by, through or under Releasing Party with respect to the Released Claims.

3. CONSIDERATION

3.1 In consideration for the release set forth in Section 2.1, Approving Party shall provide to Releasing Party the following: Amount: $ and/or non-monetary consideration described as:

3.2 Payment or provision of such consideration shall be completed by or as otherwise agreed in writing by the Parties.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each Party represents and warrants that it has full power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations hereunder; that the person signing on behalf of each Party is duly authorized; and that this Agreement constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms.

4.2 Releasing Party further represents that Releasing Party has not assigned or transferred any Released Claims to any third party, except as disclosed in writing to Approving Party prior to the Effective Date.

5. INDEMNIFICATION

5.1 Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any and all suits, claims, demands, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from any breach of this Agreement or any inaccuracy in any representation or warranty made herein.

6. CONFIDENTIALITY

6.1 Except as required by law or as expressly permitted in writing by the other Party, the Parties shall keep the existence, terms and amount of this Agreement strictly confidential. Notwithstanding the foregoing, disclosure to a Party's legal counsel, accountants, insurers or affiliates is permitted provided such recipients are bound to confidentiality obligations no less restrictive than those set forth herein.

7. EXCEPTIONS

7.1 Notwithstanding the release granted in Section 2, this Agreement does not release claims that cannot be released as a matter of law, including criminal liability, nor does it waive any obligation to report tax liabilities or obligations to governmental or regulatory authorities.

7.2 Additional carve-outs, if any, are identified here:

8. NOTICES

9. AMENDMENTS; WAIVER; COUNTERPARTS

9.1 This Agreement may be amended or modified only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right. Any waiver must be in writing to be effective.

9.2 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 transmitted by electronic means shall be treated as original signatures.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction of: , without regard to conflict of laws principles.

11. 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.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and such invalid provision shall be replaced by a valid provision that most closely approximates the Parties' intent.

13. EXHIBITS AND ATTACHMENTS

13.1 The following exhibits or attachments, if any, are incorporated by reference:

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