Legal Release of Claims Letter

LEGAL RELEASE OF CLAIMS LETTER

This Legal Release of Claims Letter (the "Release") is made and entered into as of Effective Date: by and between Releasor Name: and Releasee Name: .

PARTIES

RECITALS

WHEREAS, Releasor asserts that certain facts, events, acts or omissions may have given rise to claims, demands, causes of action, losses, liabilities or damages against Releasee arising out of or related to the matters described in Exhibit A attached hereto (the "Dispute");

WHEREAS, Releasee denies any liability or wrongdoing with respect to the Dispute but is willing to resolve and avoid the expense, uncertainty and burden of further disagreement and potential litigation; and

WHEREAS, the parties desire to fully and finally settle and compromise all disputes, claims and demands between them on the terms and conditions set forth in this Release.

NOW THEREFORE, in consideration of the mutual promises and covenants 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

For purposes of this Release, "Claims" means any and all claims, demands, actions, causes of action, suits, obligations, debts, accounts, contracts, agreements, losses, damages, costs, expenses (including attorneys' fees), judgments, fines, penalties and liabilities of every kind and nature, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, arising under statute, contract, tort, equity or otherwise, that Releasor has asserted, could have asserted, or may assert against Releasee arising out of or relating to the Dispute.

2. RELEASE

Subject to the terms and conditions of this Release, and in exchange for the Consideration described in Section 3, Releasor, on behalf of himself/herself/itself and his/her/its agents, representatives, heirs, successors and assigns, hereby irrevocably and unconditionally releases, acquits and forever discharges Releasee and Releasee's past and present parents, subsidiaries, affiliates, officers, directors, employees, agents, insurers and representatives (collectively, the "Released Parties") from any and all Claims, whether known or unknown, that relate to the Dispute.

3. CONSIDERATION

In consideration for the Release provided in Section 2, Releasee shall provide the following to Releasor: Payment Amount: $ payable by Payment Date: . The parties agree that the consideration represents fair, adequate and bargained-for consideration sufficient to support this Release.

4. WAIVER OF UNKNOWN CLAIMS

Releasor expressly acknowledges and agrees that this Release is intended to cover and does cover all Claims of every type and description, whether known or unknown, suspected or unsuspected, accrued or unaccrued. To the maximum extent permitted by law, Releasor waives any statute, law or doctrine that would limit the scope of this Release with respect to unknown claims, including but not limited to any statutory provision granting the right to revoke or rescind releases of unknown claims.

Releasor acknowledges by checking the box below that Releasor has read and understands the implications of waiving unknown claims:

5. COVENANT NOT TO SUE

Releasor covenants and agrees that he/she/it will not institute, prosecute or otherwise pursue any civil action, arbitration or administrative proceeding against any Released Party with respect to any Claim released by this Release. Should Releasor, in breach of this covenant, pursue any such action, Releasor shall be liable for reasonable attorneys' fees and costs incurred by any Released Party in defending or otherwise responding to such action.

6. REPRESENTATIONS AND WARRANTIES

Releasor represents and warrants that Releasor has full power, capacity and authority to enter into this Release and to grant the releases and waivers set forth herein; that Releasor has not assigned or transferred any Claim released by this Release; and that Releasor has been advised, or had the opportunity to seek advice, from independent legal counsel concerning this Release.

Releasor further represents that, to the best of Releasor's knowledge, no other person or entity has a superior claim to the matters released herein, except as disclosed in writing to Releasee prior to the Effective Date.

7. INDEMNIFICATION

Releasor shall indemnify, defend and hold harmless the Released Parties from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) incurred by any Released Party arising out of or resulting from any breach of Releasor's representations, warranties or covenants contained in this Release or from any claim by a third party based upon facts or circumstances released hereby.

8. CONFIDENTIALITY

Except as required by applicable law or as necessary to enforce this Release, the parties agree to keep the terms, amount and existence of this Release strictly confidential. Disclosure to a spouse, tax advisor or legal counsel is permitted provided such person agrees to maintain confidentiality.

9. NO ADMISSION OF LIABILITY

It is understood and agreed that this Release is a compromise of disputed claims and shall not be construed as an admission by Releasee of any liability, wrongdoing or legal fault.

10. NOTICES

All notices, requests, demands and other communications required or permitted under this Release shall be in writing and shall be delivered by hand, nationally recognized overnight courier or certified mail, return receipt requested, addressed to the parties at the addresses set forth below (or at such other address for a party as shall be specified by like notice).

11. AMENDMENT; WAIVER

This Release may not be amended, modified or supplemented except by a written instrument signed by both parties. No waiver of any provision of this Release shall be effective unless in a writing signed by the party waiving compliance.

12. 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.

13. ENTIRE AGREEMENT

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

14. SEVERABILITY

If any provision of this Release is held to be 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.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

This Release may be executed in one or more counterparts, each of which when so executed shall be deemed an original and together shall constitute one and the same instrument. Facsimile or electronic copies of signatures shall be deemed originals for all purposes.

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