Legal Release Copy

LEGAL RELEASE COPY

This Legal Release (the "Release") is made and entered into on this day of , by and between Releasor Name: and Releasee Name: .

RECITALS

WHEREAS, Releasor asserts certain claims, demands, rights, or causes of action, whether known or unknown, arising out of or related to the matters described below (collectively, the "Claims"); and

WHEREAS, Releasee denies liability for the Claims but is willing to provide consideration to obtain a full and final release of the Claims; and

WHEREAS, the parties desire to settle and compromise all disputes between them without the expense, delay, and uncertainty of further proceedings.

NOW, THEREFORE

In consideration of the mutual covenants, promises, and consideration set forth herein, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Claims" means any and all actions, causes of action, suits, debts, suits at law or equity, accounts, reckonings, bonds, bills, contracts, controversies, agreements, promises, torts, damages, judgments, executions, injunctions, and demands whatsoever, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, which Releasor may have had, may now have, or may hereafter claim to have against Releasee arising out of or in any way connected with the facts described in Section 2 below.

2. DESCRIPTION OF CLAIMS

Releasor identifies the matters and claims released under this Release as follows:

3. RELEASE

3.1 Subject to the terms and conditions of this Release, Releasor, for themselves and their heirs, executors, administrators, agents, representatives, successors and assigns, hereby fully, finally and forever releases, acquits and forever discharges Releasee, and Releasee's past and present affiliates, subsidiaries, officers, directors, employees, agents, insurers, attorneys, and assigns (collectively, the "Released Parties"), from any and all Claims arising from or related to the matters described in Section 2.

3.2 This Release extends to Claims of every nature and description, whether known or unknown, suspected or unsuspected, and includes a waiver by Releasor of the application of any statutory or common law provisions that limit the scope of releases of unknown claims, including any statute commonly called a "late-discovery" or "unknown claims" statute.

4. CONSIDERATION

4.1 The parties acknowledge that the monetary amount set forth above and any other non-monetary promises constitute good and sufficient consideration for this Release. Payment of monetary consideration shall be made in the manner and within the time specified by the parties, and receipt of such consideration is acknowledged by Releasor.

5. COVENANT NOT TO SUE

5.1 Releasor covenants and agrees not to institute, maintain, or assist in the prosecution of any action or proceeding based upon any Claim released herein against any of the Released Parties. This covenant shall not preclude Releasor from seeking enforcement of this Release.

6. NO ADMISSION OF LIABILITY

6.1 The parties acknowledge and agree that this Release is a compromise of disputed claims and that neither the execution of this Release nor the furnishing of any consideration shall be construed as an admission of liability by Releasee, all such liability being expressly denied.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has the full right, power, authority and legal capacity to enter into this Release and to perform its obligations hereunder, and that no other person or entity must join in the execution of this Release for it to be binding.

8. INDEMNIFICATION

8.1 Releasor agrees to indemnify, defend and hold Releasee harmless from and against any losses, costs, liabilities, or expenses (including reasonable attorneys’ fees) arising out of any breach of the representations, warranties or covenants made by Releasor in this Release.

9. CONFIDENTIALITY

9.1 The parties agree that the terms, amount of consideration, and subject matter of this Release are confidential and shall not be disclosed to any third party except as required by law, to counsel, or to a tax advisor. Any permitted disclosure must be limited to the minimum necessary information.

10. NOTICE

10.1 All notices required or permitted under this Release shall be in writing and shall be deemed delivered upon receipt when delivered personally, by certified mail, or by nationally recognized overnight courier to the addresses provided above or to such other address as a party designates by notice.

11. AMENDMENT; WAIVER

11.1 This Release may be amended or modified only by a written instrument executed by both parties. No waiver of any provision of this Release will be effective unless in writing and signed by the party against whom enforcement is sought.

12. SEVERABILITY

12.1 If any provision of this Release is held to be invalid, illegal or unenforceable in any respect, the remainder of this Release shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

13. GOVERNING LAW

13.1 This Release shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of laws principles.

14. ENTIRE AGREEMENT

14.1 This Release constitutes 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.

15. COUNTERPARTS

15.1 This Release may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

16. REPRESENTATIVE CAPACITY

16.1 If any signatory executes this Release on behalf of an entity or as a representative of another person, that signatory represents and warrants that they have authority to bind the entity or person on whose behalf they sign.

Sign Now