Legal Release for Signature

LEGAL RELEASE FOR SIGNATURE

This Legal Release (Effective Date: ) is entered into as of the Effective Date by and between Releasor Name: , with principal address: (the "Releasor"), and Releasee Name: , with principal address: (the "Releasee").

RECITALS

WHEREAS, Releasor asserts certain claims, demands, causes of action, or liabilities, whether known or unknown, asserted or unasserted, arising out of or relating to the matters described herein (the "Claims"); and

WHEREAS, Releasee disputes liability for the Claims but desires to resolve and avoid the expense and uncertainty of litigation; and

WHEREAS, the parties wish to settle, compromise and finally resolve all Claims upon the terms and conditions set forth in this Release.

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

For purposes of this Release, "Released Parties" means Releasee and its past and present parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, agents, employees, insurers, attorneys and representatives. "Claims" means any and all claims, demands, actions, causes of action, suits, liabilities, costs, expenses and damages, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that Releasor has or may have against any Released Party arising out of the facts described in the recitals above or related matters.

2. Release and Waiver

Effective upon receipt of the consideration described in Section 3, Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, successors and assigns, irrevocably and unconditionally releases and forever discharges the Released Parties from any and all Claims, whether known or unknown, asserted or unasserted, that relate to or arise from the matters described in the Recitals, except as expressly reserved in Section 2.1.

2.1 Carve-outs: The foregoing release does not apply to (a) obligations arising under this Release, (b) claims that cannot be waived by law, and (c) the specific matters listed as exceptions below:

3. Consideration

In consideration for the release set forth in Section 2, Releasee will provide the following consideration to Releasor: Amount: $; Payment Terms: . Releasor acknowledges receipt of the consideration or agrees that such consideration is adequate and binding.

4. Representations and Warranties

Releasor represents and warrants that Releasor is the sole owner of the Claims being released, has full power and authority to execute this Release, has not assigned or transferred any interest in the Claims, and knows of no facts or circumstances that would materially affect the validity of this Release. Releasor further represents that Releasor has read and understands this Release and had the opportunity to seek independent legal counsel prior to executing this Release.

5. No Admission of Liability

The parties expressly agree that this Release is a compromise and settlement of disputed claims and that neither the payment described in Section 3 nor anything contained in this Release shall be construed as an admission of liability or fault by any Released Party.

6. Confidentiality

The parties agree that the terms, amount of consideration, and existence of this Release shall be kept confidential and shall not be disclosed to any third party except as required by law or to the extent necessary to enforce the terms of this Release. Confidential Release: (check to confirm confidentiality applies). If confidentiality applies, the confidentiality period shall be years from the Effective Date.

7. Indemnification

Releasor shall indemnify, defend and hold harmless the Released Parties from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach by Releasor of any representation, warranty, covenant or obligation contained in this Release.

8. Notices

All notices shall be in writing and shall be deemed given when delivered in person, sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, addressed to the parties at the addresses set forth above or to such other address as either party may designate by notice in accordance with this Section.

9. Governing Law; Venue

This Release shall be governed by and construed in accordance with the laws of the State specified above, without regard to its conflicts of law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in the specified State for any dispute arising out of this Release.

10. Entire Agreement

This Release constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral, relating thereto.

11. Severability

If any provision of this Release is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Release shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

12. Amendments; Waiver; Counterparts

No amendment or modification of this Release shall be valid or binding unless in writing and signed by both parties. The failure of either party to enforce any provision of this Release shall not constitute a waiver of that provision. This Release may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. Additional Acknowledgments

Releasor acknowledges that Releasor has read this Release, understands its terms, and signs it voluntarily. Releasor expressly waives any provision of law, statute, or common law that would otherwise limit the scope of this release, including any statute or regulation which provides that a general release does not extend to claims which the releasor does not know or suspect to exist in his or her favor at the time of executing the release.

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