Legal Release Draft

LEGAL RELEASE DRAFT

This Legal Release Agreement (the "Release") is entered into as of Effective Date: by and between Releasor Name: whose principal address is ("Releasor"), and Releasee Name: whose principal address is ("Releasee"). Releasor and Releasee are sometimes individually referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Releasor asserts certain claims, demands, or causes of action against Releasee arising out of, related to, or in connection with the matters described in the factual statement attached or described below; and

WHEREAS, Releasee denies any liability but is willing to provide consideration to resolve and fully release any and all such claims to avoid the time, expense and uncertainty of litigation; and

WHEREAS, the Parties desire to settle and finally resolve their differences on the terms and conditions set forth in this Release.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the sufficiency of which is acknowledged by the Parties, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Release, "Claims" means any and all complaints, actions, causes of action, suits, claims, liabilities, demands, obligations, losses, costs, expenses (including attorneys' fees), and damages of any nature whatsoever, whether known or unknown, suspected or unsuspected, asserted or unasserted.

2. RELEASE

Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, agents, successors, and assigns, hereby fully, finally and forever releases and discharges Releasee and Releasee's past and present officers, directors, employees, agents, insurers, attorneys, affiliates, parents, subsidiaries, predecessors, successors and assigns (collectively, "Releasee Released Parties") from any and all Claims that arose or could have arisen prior to the Effective Date and that relate in any way to the facts, transactions or occurrences described in the Recitals above or in the description of claims provided by Releasor below.

3. CONSIDERATION

In exchange for the release set forth in Section 2, Releasee agrees to provide the following consideration to Releasor, the receipt and sufficiency of which Releasor acknowledges:

4. NO ADMISSION OF LIABILITY

The Parties acknowledge and agree that this Release is a compromise of disputed claims and that neither the payment of consideration nor any other term of this Release shall be construed as an admission of liability, wrongdoing, or fault by any Party, which liability is expressly denied.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full power and authority to enter into this Release; (b) the person signing on behalf of each Party is authorized to bind that Party; (c) no assignment of any Claim has been made to any third party that would impair the effectiveness of this Release; and (d) the Party has read and fully understands the terms of this Release.

6. INDEMNIFICATION

Releasor agrees to indemnify and hold harmless Releasee Released Parties from and against any and all liabilities, claims, demands, costs, expenses and damages (including reasonable attorneys' fees) arising out of Releasor's breach of this Release or any misrepresentation made by Releasor herein.

7. CONFIDENTIALITY

Unless otherwise required by law or court order, the Parties agree that the terms, amount and existence of this Release shall remain confidential and shall not be disclosed to third parties, except to a Party's professional advisers or as necessary to enforce this Release.

8. NOTICES

Any notice, demand or communication required or permitted under this Release shall be in writing and 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 in writing.

9. AMENDMENT; WAIVER

This Release may be amended only by a written instrument executed by both Parties. No waiver by any Party of any breach under this Release shall be effective unless in writing and signed by the Party granting such waiver.

10. COUNTERPARTS

This Release may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile, emailed PDF, or electronically signed copies shall be treated as originals for all purposes.

11. GOVERNING LAW

This Release shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the competent state or federal courts located within that State for resolution of disputes arising under this Release.

12. ENTIRE AGREEMENT; SEVERABILITY

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. If any provision of this Release is held to be invalid, illegal, or unenforceable in any respect, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the Parties to the fullest extent permitted by law.

SIGNATURES

The Parties have read and understand this Release and agree to be bound by its terms. Each Party represents that the person signing on its behalf is authorized to do so.

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