Legal Release Pages

LEGAL RELEASE PAGES

This Release and Settlement Agreement (the "Release") is made as of Effective Date: by and between Releasor: whose address is , and Releasee: whose address is .

RECITALS

WHEREAS, a dispute and potential claims have arisen between Releasor and Releasee concerning the matters described in the statement of claims below, including any and all contractual, tort, statutory, fiduciary, equitable or other causes of action arising on or before the Effective Date; and

WHEREAS, the parties desire to settle and finally resolve all such disputes and claims without admission of liability and to provide mutual releases in consideration of the obligations set forth herein; and

WHEREAS, the parties acknowledge that the terms and consideration set forth in this Release are fair and adequate to resolve the claims described below.

NOW THEREFORE

In consideration of the mutual covenants, promises and payments set forth herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Release, "Claims" shall mean any and all actions, causes of action, suits, debts, obligations, demands, liabilities, accounts, controversies, losses, costs, expenses, attorneys' fees, and damages of any nature whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent, arising out of or relating to the matters described in the recitals and the descriptions provided in Section 2 below, through the Effective Date.

2. DESCRIPTION OF CLAIMS TO BE RELEASED

Releasor identifies the claims, disputes or transactions to be released as follows. Provide a concise but complete description of the facts, transactions, claims, dates and parties involved:

3. RELEASE

Upon receipt of the consideration described in Section 4, Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, agents, representatives, successors and assigns, hereby fully and forever releases, acquits and discharges Releasee and its past and present officers, directors, employees, agents, affiliates, subsidiaries, insurers and assigns (collectively, the "Released Parties") from and against any and all Claims arising on or before the Effective Date, whether known or unknown, suspected or unsuspected, that relate to the matters described in Section 2.

4. CONSIDERATION

In consideration for the promises and releases set forth herein, Releasee shall provide the following consideration to Releasor:

Payment Amount: . Payment shall be made in accordance with the schedule and manner described below.

5. COVENANT NOT TO SUE

Releasor covenants and agrees that Releasor shall not institute or cause to be instituted any action, claim, demand or proceeding against any of the Released Parties with respect to any Claim released by this Release. This covenant shall be binding upon Releasor and Releasor's successors and assigns.

6. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any losses, liabilities, claims, causes of action and expenses (including reasonable attorneys' fees and costs) resulting from any breach of this Release or from any representation or warranty made by the indemnifying party herein.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that such party has full authority to enter into this Release, that the person signing on behalf of any party is duly authorized, and that this Release constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

8. CONFIDENTIALITY

Except as required by law or court order, the parties agree to keep the terms and amount of this Release confidential and shall not disclose such terms to any third party other than counsel, tax advisors or as necessary to effectuate the terms of this Release, provided that such persons agree to be bound by confidentiality obligations no less protective than those set forth herein.

9. NO ADMISSION

The parties acknowledge and agree that this Release is a compromise of disputed claims and shall not be construed as an admission by any party of any liability, wrongdoing or violation of law.

10. NOTICES

All notices, requests and other communications required or permitted hereunder shall be in writing and shall be delivered to the parties at the addresses set forth below or at such other address as either party may designate by notice in accordance with this Section.

11. GOVERNING LAW

This Release shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to its conflicts of law principles.

Governing Law Jurisdiction:

12. 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, understandings, negotiations and discussions, whether oral or written.

13. SEVERABILITY

If any provision of this Release is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and shall be interpreted to give effect to the original intent of the parties to the maximum extent permitted by law.

14. AMENDMENTS; WAIVER; COUNTERPARTS

This Release may be amended, modified or supplemented only by a written instrument signed by both parties. No waiver of any provision of this Release shall be effective unless in writing and signed by the party against whom such waiver is asserted. This Release 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.

15. REPRESENTATIVE CAPACITY

Any individual signing this Release on behalf of a corporate entity represents and warrants that such individual is duly authorized to execute this Release on behalf of the entity and to bind the entity to its terms.

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