Legal Release Certificate

LEGAL RELEASE CERTIFICATE

This Legal Release Certificate (this "Release") is made and entered into as of by and between Releasor Name: (hereinafter "Releasor"), and Releasee Name: (hereinafter "Releasee"). Releasor and Releasee are sometimes referred to herein collectively as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Releasor asserts certain claims, demands, causes of action and liabilities, whether known or unknown, against Releasee arising out of or related to the matters described as:

WHEREAS, the Parties desire to compromise, settle and resolve fully and finally the disputes between them, and to avoid the uncertainty and expense of litigation; and

WHEREAS, in consideration of the mutual promises set forth below and other good and valuable consideration the sufficiency of which is hereby acknowledged, the Parties wish to document the terms of settlement and release.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Release, "Released Claims" means any and all claims, demands, actions, causes of action, obligations, damages, losses, costs, attorneys' fees, judgments and liabilities of every nature and description, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising prior to or on the Effective Date and relating to the matters described in the Claim Description.

2. RELEASE

In consideration of the payments and other covenants set forth herein, Releasor hereby fully and forever releases, acquits, and discharges Releasee, and Releasee's past and present officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all Released Claims. This Release is intended to be a full and final bar to any action of any kind based on the Released Claims.

3. CONSIDERATION

As consideration for the release set forth in Section 2, Releasee shall provide to Releasor the following: Payment Amount: payable as follows:

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full authority to enter into this Release, that the person executing this Release on its behalf is duly authorized, and that it has not assigned or transferred any interest in the Released Claims to any third party except as disclosed in writing to the other Party.

5. COVENANT NOT TO SUE

Releasor covenants and agrees not to institute, commence, or prosecute any civil action, claim, suit, arbitration or other proceeding against Releasee based upon or arising out of the Released Claims.

6. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any and all claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of any breach of this Release or any representation or warranty made herein.

7. CONFIDENTIALITY

Except as required by law or as reasonably necessary to enforce this Release, the Parties shall keep the terms, amount and existence of this Release confidential. Notwithstanding the foregoing, disclosures to counsel, accountants or insurers who agree to be bound by confidentiality are permitted.

8. NO ADMISSION OF LIABILITY

The Parties agree that this Release and any actions taken in accordance with it do not constitute an admission of liability or wrongdoing by any Party, and such liability is expressly denied.

9. NOTICES

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

10. AMENDMENT; WAIVER

This Release may not be amended or modified except by a written instrument executed by both Parties. No failure or delay by any Party in exercising any right under this Release shall operate as a waiver thereof.

11. GOVERNING LAW

This Release shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties. The Parties submit to the exclusive jurisdiction of the courts of such jurisdiction for any dispute arising under this Release.

12. ENTIRE AGREEMENT

This Release contains 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, of the Parties relating thereto.

13. SEVERABILITY

If any provision of this Release is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the Parties shall endeavor in good faith to replace the invalid provision with a valid provision that effectuates the Parties' intent to the greatest extent permitted by law.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

This Release may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures exchanged by electronic means shall be treated as original signatures for all purposes.

15. CERTIFICATION AND AUTHORITY

Each Party certifies that the person signing on its behalf is authorized to do so and that the Party has read and understands this Release. Releasor further certifies that, except as specifically disclosed in writing to Releasee and described in Claim Description, Releasor has no other claims against Releasee that are not released by this Release.

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