Legal Release Package

LEGAL RELEASE PACKAGE

This Release Agreement (the "Agreement") is made and entered into as of by and between Releasor: , whose address is (hereafter "Releasor"), and Releasee: , whose address is (hereafter "Releasee").

RECITALS

WHEREAS, Releasor alleges certain claims, demands, damages or causes of action against Releasee arising out of or related to the matters described as:

WHEREAS, Releasee denies any liability or wrongdoing but is willing to provide consideration to resolve and fully settle any and all claims as set forth below; and

WHEREAS, the parties desire to settle and compromise all disputes, controversies and claims, whether known or unknown, to avoid the uncertainty, expense and delay of litigation.

NOW, THEREFORE, in consideration of the mutual promises, covenants and payments set forth herein, the parties agree as follows:

1. RELEASE AND WAIVER

1.1 Release by Releasor. Releasor, for and in consideration of the promises and payment described in Section 2, hereby fully and forever releases, acquits and discharges Releasee and its past and present officers, directors, employees, agents, affiliates, insurers and attorneys (collectively, the "Released Parties") from any and all claims, demands, actions, causes of action, suits, debts, liabilities, obligations, accounts, agreements, losses, costs and expenses (including attorneys' fees) of any kind whatsoever, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, which Releasor has, had, or may have had prior to the Effective Date arising out of or in any way related to the matters described in the Recitals.

1.2 Scope. The release in Section 1.1 applies to claims of every nature and description, whether in law, equity, contract, tort, statute or otherwise, including but not limited to claims for wrongful termination, discrimination, personal injury, emotional distress, breach of contract, and statutory penalties.

1.3 Release of Unknown Claims. The parties expressly acknowledge that this release is intended to cover claims that are both known and unknown. Releasor acknowledges the risk of accepting this release with respect to claims not now known and voluntarily waives all rights under any statute or common law principle whereby a party would otherwise be entitled to assert unknown claims after execution of a release.

Please acknowledge acceptance of the release of unknown claims: I acknowledge and accept the release of unknown claims.

2. CONSIDERATION

2.1 Payment. In full and final consideration for the release and covenants herein, Releasee shall provide to Releasor the following consideration: $ payable as set forth below.

2.2 Payment Terms. Releasee will deliver payment to Releasor by on or before . Releasor shall execute and deliver any documents reasonably necessary to effectuate the payment.

3. REPRESENTATIONS AND WARRANTIES

3.1 Releasor represents and warrants that Releasor has the full right, power and authority to enter into this Agreement and to grant the release contained herein; that Releasor is not subject to any restriction that would prevent performance; and that Releasor has not assigned any claims released by this Agreement.

3.2 Releasee represents and warrants that it has the full corporate or individual authority to enter into this Agreement and to make the payments and promises contained herein.

4. NO ADMISSION OF LIABILITY

The parties agree that this Agreement and the consideration provided are not and shall not be construed as an admission of liability, wrongdoing, or unlawful conduct by Releasee, all such liability being expressly denied.

5. CONFIDENTIALITY

5.1 Confidentiality Obligation. The parties agree that the terms, amount and existence of this Agreement shall be confidential

If confidentiality is required, it will remain in effect for years from the Effective Date. Notwithstanding the foregoing, disclosures required by law, court order, or to an accountant or attorney for tax or enforcement purposes shall be permitted.

6. INDEMNIFICATION

6.1 Releasor shall indemnify and hold harmless Releasee from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any misrepresentation by Releasor in this Agreement or breach of any of Releasor's representations or warranties.

7. COOPERATION AND FURTHER ASSURANCES

7.1 The parties agree to execute such further documents and take such further actions as may be reasonably necessary to effectuate the terms and intent of this Agreement, including but not limited to dismissals with prejudice of any pending actions on terms consistent with this Agreement.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or to such other address as a party may designate by notice).

9. AMENDMENT; WAIVER

9.1 This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party granting the waiver. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

10. COUNTERPARTS; ELECTRONIC SIGNATURES

10.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, portable document format (PDF) or other electronic means shall be valid and binding for all purposes.

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 Entire Agreement. This Agreement 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.

12.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired and the parties shall substitute for any invalid provision a valid provision that most closely approximates the intent and economic effect of the invalid provision.

ADDITIONAL TERMS

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