Legal Release Settlement Agreement

LEGAL RELEASE AND SETTLEMENT AGREEMENT

This Legal Release and Settlement Agreement (the "Agreement") is made and entered into as of by and between Releasor: with principal address at , and Releasee: with principal address at .

RECITALS

WHEREAS, Releasor asserts certain claims, demands, causes of action and liabilities against Releasee arising out of or related to the events described as: (the "Claims"); and

WHEREAS, the Parties desire to fully and finally resolve and settle all disputes and Claims between them without further litigation, and to set forth the terms upon which such settlement is made.

NOW, THEREFORE, in consideration of the mutual covenants, promises and releases set forth below and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Claims" means any and all actions, causes of action, suits, debts, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, obligations, liabilities and demands of every nature and description, known or unknown, suspected or unsuspected, whether arising at law or in equity, foreseen or unforeseen, that Releasor ever had, now has or may hereafter have against Releasee arising out of the factual matters described in the recitals.

2. SETTLEMENT PAYMENT

In consideration of the releases and covenants contained in this Agreement, Releasee agrees to pay to Releasor the total gross settlement amount of (the "Settlement Payment") according to the following terms: Payment shall be made by within days of the Effective Date, or on or before .

Payment shall be made to the account or address designated by Releasor in writing. Releasor shall be solely responsible for any and all taxes attributable to the Settlement Payment, except as otherwise required by applicable law.

3. RELEASE BY RELEASOR

Upon receipt of the Settlement Payment, Releasor, for itself and its heirs, executors, administrators, agents, representatives, successors and assigns, does hereby fully, finally and forever release, acquit and discharge Releasee, and Releasee's past and present parents, subsidiaries, affiliates, officers, directors, employees, agents, insurers, attorneys and representatives (collectively, the "Released Parties") from and against any and all Claims, demands, actions, causes of action, suits, liabilities, obligations, debts and expenses of every kind, nature and description, whether known or unknown, suspected or unsuspected, arising out of or relating to the Claims described above.

This release expressly includes any and all rights and causes of action which Releasor does not now know or suspect to exist, and Releasor expressly waives any statute or legal principle which would otherwise limit the scope of this release of claims.

4. MUTUAL RELEASE (OPTIONAL)

The Parties may elect to effectuate a mutual release. If the box below is checked, each Party, for itself and its respective heirs, successors and assigns, releases the other Party and its Related Parties from all Claims known or unknown arising out of or related to the subject matter of this Agreement.

Check to indicate this is intended as a mutual release

5. CONFIDENTIALITY

Except as required by law, neither Party shall disclose the terms, amount or existence of this Agreement to any third party, including but not limited to the media, except to the Party's attorneys, accountants, insurers and immediate family who have a need to know and who are informed of the confidential nature of the terms. This confidentiality obligation shall survive termination of this Agreement.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power, authority and legal capacity to enter into this Agreement and to carry out its obligations hereunder; that the person signing on behalf of each Party is authorized to do so; and that, except as expressly set forth in this Agreement, no other agreements exist that would conflict with the terms hereof.

7. NO ADMISSION OF LIABILITY

The Parties acknowledge that this Agreement is a compromise of disputed claims and that the payment and other consideration provided for herein is not to be construed as an admission by any Party of any liability or wrongdoing.

8. INDEMNIFICATION

Each Party agrees to indemnify, defend and hold harmless the other Party from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of any breach of this Agreement by the indemnifying Party.

9. TAX RESPONSIBILITY

Each Party shall be responsible for its own tax obligations arising from the Settlement Payment. If any tax withholding is required by applicable law, the Parties shall cooperate in good faith to address such requirements and to minimize any tax withholding to the extent permitted by law.

10. DISMISSAL AND RELEASE PROCEDURE

Within days after receipt of the Settlement Payment, the Parties shall cooperatively cause any pending litigation to be dismissed with prejudice and shall execute such documents as reasonably necessary to effectuate dismissal and the releases contemplated by this Agreement.

11. NOTICES

Notices to Releasor:

Notices to Releasee:

All notices required or permitted hereunder shall be in writing and shall be delivered personally, by certified mail (return receipt requested), by nationally recognized overnight carrier, or by electronic mail with confirmation of receipt to the addresses provided above or to such other address as a Party may designate by notice.

12. AMENDMENTS; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument signed by both Parties. No waiver by any Party of any breach of any provision of this Agreement shall constitute a waiver of any other breach.

13. COUNTERPARTS

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 delivered by electronic means shall be binding.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified here: , without regard to choice-of-law principles. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

15. FURTHER ASSURANCES

The Parties shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

ADDENDA / SCHEDULES

Any schedules, exhibits or addenda referenced in this Agreement shall form an integral part of this Agreement when attached and signed by the Parties. Describe any attached schedules:

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