Legal Release Request

LEGAL RELEASE REQUEST

This Legal Release Request (the "Request") is made effective as of by and between Requesting Party: whose principal address is and Releasing Party: , whose principal address is .

RECITALS

WHEREAS, Requesting Party has asserted or may assert certain claims, demands, causes of action, liabilities, obligations, liens or suits, whether known or unknown, arising out of or related to (the "Matters");

WHEREAS, Releasing Party desires to receive a written release from Requesting Party with respect to the Matters and Requesting Party has requested that Releasing Party execute or provide such release or other documentation to evidence the release of claims or other encumbrances;

WHEREAS, the parties desire to set forth the terms under which Requesting Party will provide a release of the Matters to Releasing Party upon the occurrence of the conditions described herein.

NOW, THEREFORE

In consideration of the mutual covenants contained herein 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 Request, "Released Claims" means any and all claims, actions, causes of action, suits, demands, liabilities, obligations, debts, liens, setoffs, rights, losses, costs and expenses (including attorneys' fees) whether known or unknown, asserted or unasserted, suspected or unsuspected, arising from or relating to the Matters described above.

2. REQUEST FOR RELEASE

Requesting Party hereby requests that Releasing Party execute and deliver to Requesting Party a full release, discharge and satisfaction of the Released Claims (the "Release Document"), in form and substance reasonably acceptable to Requesting Party, and in accordance with the terms set forth in this Request.

3. SCOPE OF RELEASE

The Release Document shall effectuate a release by Requesting Party of the Released Claims in favor of Releasing Party and its past and present affiliates, successors, assigns, officers, directors, employees, agents and attorneys. The parties agree that the scope of the Release shall include (check all applicable):

All known and unknown claims All known claims only Release of liens and encumbrances

If the Release Document will affect a specific instrument, asset, record, or file, identify and describe such item(s):

4. CONSIDERATION

As consideration for the Release Document, the parties agree that Requesting Party shall provide the following to Releasing Party:

If monetary, amount:

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Request and to perform its obligations hereunder; (b) the execution, delivery and performance of the Release Document will not violate any agreement or obligation to which it is a party; and (c) it has not assigned or transferred any right, claim or interest that is the subject of the Release.

6. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that the provision of a Release Document pursuant to this Request is not and shall not be construed as an admission of liability or wrongdoing by any party, and that any such Release is provided solely to settle and resolve disputes and claims.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and agents from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or obligations set forth in this Request.

8. CONFIDENTIALITY

The parties agree to keep the terms and existence of the Release Document confidential, except as required by law or to the extent disclosure is reasonably necessary to enforce the Release Document or comply with legal obligations. Any required disclosure shall be made only after providing the non-disclosing party with prompt written notice.

9. NOTICES

All notices required or permitted under this Request shall be in writing and delivered to the parties at the addresses set forth below by certified mail, nationally recognized overnight courier, or personal delivery and shall be effective upon receipt.

10. GOVERNING LAW

This Request and any Release Document executed pursuant hereto shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law principles.

11. ENTIRE AGREEMENT; SEVERABILITY

This Request, together with any Release Document executed pursuant to it, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Request is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Request may not be amended or modified except by a written instrument signed by both parties. No waiver of any provision of this Request shall constitute a waiver of any other provision. This Request may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

AUTHORITY TO EXECUTE

Each person executing this Request or any Release Document represents and warrants that he or she is duly authorized to execute and deliver this Request on behalf of the party for whom they sign and that such party is bound by the terms herein.

ADDITIONAL INSTRUCTIONS

If specific documents or actions are required to effectuate the release, list them here:

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