Legal Release Template

LEGAL RELEASE AGREEMENT

This Legal Release Agreement (the "Agreement") is made effective as of by and between Releasor Name: , with principal address: , and Releasee Name: , with principal address: . Releasor and Releasee are each a "Party" and collectively the "Parties."

Recitals

WHEREAS, Releasor asserts that certain claims, demands, actions, causes of action, suits, obligations, debts, accounts, bonds, covenants, contracts, agreements, attorneys' fees, costs and expenses of any nature, whether known or unknown, suspected or unsuspected, which relate to or arise out of the facts described in the claims description below may exist against Releasee; and

WHEREAS, Releasee desires to obtain a full and final release of all such claims from Releasor, and Releasor is willing to provide such release in consideration of the promises and consideration set forth in this Agreement.

WHEREAS, the Parties intend by this Agreement to resolve fully and finally any and all disputes, controversies and claims between them as set forth below.

Now, therefore

NOW THEREFORE, in consideration of the mutual covenants and agreements 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 Agreement, the following terms shall have the following meanings: "Claims" means any and all claims, liabilities, obligations, demands, causes of action, suits, debts, costs, expenses and damages, whether at law or in equity, whether known or unknown, fixed or contingent, that Releasor has or had as of the Effective Date arising out of or related to the matters described in the claims description.

2. Release and Waiver

Subject to the terms and conditions of this Agreement and in consideration of the consideration set forth in Section 3, Releasor, on behalf of Releasor and Releasor's agents, assigns, heirs, successors, insurers, representatives and any person or entity claiming through Releasor, hereby absolutely and unconditionally releases, acquits and forever discharges Releasee and Releasee's past and present affiliates, subsidiaries, parents, officers, directors, employees, agents, attorneys, insurers and assigns (collectively, the "Releasee Parties") from any and all Claims arising from or related to the matters described in the claims description.

3. Consideration

In full consideration for the release and covenants contained in this Agreement, Releasee shall provide to Releasor the following: monetary payment in the amount of dollars, payable in accordance with the terms set forth separately between the Parties. Releasor acknowledges that such consideration is fair, adequate and sufficient.

4. Scope of Release

The Parties intend that this release be interpreted broadly. The release extends to all Claims that arise out of or relate to the matters described in the claims description whether such Claims are known or unknown as of the Effective Date. Releasor expressly waives the benefit of any law or statute that would otherwise limit the scope of a general release with respect to unknown claims.

5. Covenant Not to Sue

Releasor covenants and agrees not to institute, maintain, or assist any action, arbitration, proceeding, or claim of any kind based upon any of the Claims released by this Agreement. If a third party institutes suit arising from or relating to Claims released hereunder, Releasor shall not voluntarily participate in such suit and shall indemnify Releasee for reasonable costs incurred in defending against such suit to the extent caused by Releasor's actions.

6. Confidentiality

Except as required by law, neither Party shall disclose the terms or amount of the consideration paid under this Agreement to any third party, provided however that disclosure is permitted to counsel, tax advisors, accountants, or as reasonably required to enforce this Agreement. Any permitted disclosee shall be advised of the confidentiality obligations herein.

7. Indemnification

Releasor shall indemnify and hold harmless the Releasee Parties from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach by Releasor of any representation, warranty, covenant or agreement contained in this Agreement.

8. Representations and Warranties

Each Party represents and warrants that it has the full power and authority to enter into this Agreement, that the person signing on its behalf is authorized to do so, and that this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms. Releasor further represents that Releasor has not assigned any of the Claims released herein to any third party.

9. Notices

Any notice, demand or communication required or permitted to be given under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), nationally recognized overnight courier, or by email with confirmation to the addresses set forth below or to such other addresses as the Parties may from time to time designate in writing.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles that would result in the application of the laws of another jurisdiction.

11. Entire Agreement

This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties relating to such subject matter.

12. 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 thereby, and the Parties shall negotiate in good faith to replace such invalid, illegal or unenforceable provision with a valid provision that comes as close as possible to the Parties' original intent.

13. Amendments; Waiver

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

14. 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 transmitted by electronic means (including scanned or photographed signatures) shall be binding for all purposes.

15. Execution

The Parties acknowledge that they have read this Agreement, understand its terms, and execute it voluntarily and with full knowledge of its legal consequences.

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