Legal Release Instruction

LEGAL RELEASE INSTRUCTION

This Legal Release Instruction (the "Instruction") is made as of Effective Date: by and between Releasor Name: with Address: ("Releasor") and Releasee Name: with Address: ("Releasee").

Recitals

WHEREAS, Releasor claims that certain disputes, claims, or potential claims exist relating to: (the "Claims");

WHEREAS, Releasee and Releasor have agreed to resolve the Claims upon the terms set forth herein and upon payment or transfer of Consideration in the amount of (the "Consideration");

WHEREAS, the parties intend by this Instruction to (a) provide for the release of Claims by Releasor in exchange for the Consideration and (b) instruct Payor or Escrow Agent to deliver the Consideration to Releasee conditioned upon receipt of an executed release.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. Definitions

Capitalized terms used in this Instruction shall have the meanings set forth above and as otherwise defined herein. "Payor" means the party or escrow agent identified to deliver the Consideration: with Address: .

2. Release by Releasor

Subject to receipt of the Consideration in accordance with Section 4, Releasor, for and on behalf of Releasor and Releasor's heirs, executors, administrators, successors and assigns, hereby fully and forever releases, acquits and forever discharges Releasee and Releasee's agents, affiliates, successors and assigns from any and all claims, demands, causes of action, liabilities, obligations and damages of every nature, whether known or unknown, suspected or unsuspected, that arise out of or relate to the Claims, through the Effective Date, except as expressly carved out in Section 2.1.

2.1 Exceptions: The release shall not apply to claims for: .

3. Consideration; Effective Release

The Release by Releasor provided in Section 2 shall become effective only upon the actual receipt and clearance of the Consideration by Releasee from Payor in the form and amount described in this Instruction. Releasor acknowledges that the Consideration is fair and adequate and that Releasor has had the opportunity to seek independent advice prior to signing.

4. Instructions to Payor

Payor is instructed to deliver the Consideration to Releasee upon receipt of (a) a fully executed copy of this Instruction and (b) the Releasee's written acknowledgement of receipt. Payor shall rely upon the representations herein and shall have no liability to Releasor for delivering the Consideration to Releasee in accordance with this Instruction.

Payment Method: ; Payment Deadline (if any): .

5. Representations and Warranties

Each party represents and warrants to the other that: (a) it has full corporate or individual power and authority to enter into and perform this Instruction; (b) this Instruction constitutes a valid and binding obligation enforceable in accordance with its terms; and (c) the person signing on its behalf is authorized to do so.

6. No Admission

The parties agree that execution of this Instruction and performance hereunder shall not be construed as an admission of liability or wrongdoing by any party, and such liability is expressly denied.

7. Indemnification

Releasor shall indemnify and hold harmless Releasee from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the representations and warranties made by Releasor in this Instruction or from any claim asserted by a third party arising from the Claims that the Release purports to cover.

8. Confidentiality

Unless otherwise agreed in writing, the parties shall keep the terms and existence of this Instruction confidential, except as required by law or to enforce the terms herein. Exceptions to confidentiality (if any): .

9. Taxes

Each party shall be responsible for its own taxes arising from the Consideration. Any reporting or withholding obligations shall be the responsibility of the party required by applicable law to make such reports or withholdings.

10. Notices

Notices to Releasor

Notices to Releasee

Notices are effective upon receipt when delivered in person, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses provided above or to such other address as a party may designate by notice in accordance with this Section.

11. Governing Law

This Instruction shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

12. Entire Agreement

This Instruction constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties concerning such subject matter.

13. Severability

If any provision of this Instruction is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the extent necessary to make it enforceable.

14. Amendments; Waiver

No amendment, modification or waiver of any provision of this Instruction shall be effective unless in writing and signed by both parties hereto. The waiver of any breach shall not constitute a waiver of any subsequent breach.

15. Counterparts

This Instruction may be executed in counterparts, each of which when executed shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including electronic image) shall be binding for all purposes.

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