Legal Release to Client

LEGAL RELEASE TO CLIENT

This Legal Release to Client (the "Release") is made and entered into as of Effective Date: by and between Releasor: whose address is , and Client Name: whose address is .

RECITALS

WHEREAS, Releasor asserts or may assert certain claims, demands, causes of action, liabilities or damages (collectively, "Claims") that arise out of or relate to the matters described in the Release; and

WHEREAS, Client denies liability for the Claims and has negotiated with Releasor to resolve and avoid further dispute; and

WHEREAS, the parties desire to settle fully and finally all Claims between them on the terms and conditions set forth in this Release.

NOW, THEREFORE

In consideration of the mutual covenants and payments set forth below 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 Release, "Released Matters" means the facts, transactions, occurrences, representations and events described in the Claim Description and any and all claims, whether known or unknown, suspected or unsuspected, asserted or unasserted, that arise from or relate to such matters.

2. RELEASE

Subject to the exceptions set forth in Section 4, Releasor, for Releasor and Releasor's heirs, executors, administrators, agents, insurers, attorneys, predecessors, successors and assigns, hereby releases, acquits and forever discharges Client and Client's past, present and future affiliates, partners, officers, directors, employees, agents, insurers, attorneys, successors and assigns (collectively, "Client Released Parties") from any and all Claims arising out of, based upon, or related to the Released Matters, whether known or unknown, that Releasor ever had, now has, or hereafter can, shall or may have.

3. COVENANT NOT TO SUE

Releasor covenants and agrees not to commence, institute or prosecute any action or proceeding at law or in equity against any Client Released Party with respect to any Claim released by this Release. This covenant not to sue is intended to bar any claim that is released by this Release and to permit Client Released Parties to recover costs, expenses and reasonable attorneys' fees for defense of any action barred by this covenant.

4. EXCEPTIONS

Notwithstanding Section 2, this Release does not release (a) any liability that cannot be waived by law, including statutory workers' compensation or unemployment claims; (b) claims arising after the Effective Date based upon events unrelated to the Released Matters; or (c) those matters expressly reserved by the parties in writing below.

5. CONSIDERATION

As full and complete consideration for the Release and the covenants contained herein, Client agrees to provide the following to Releasor:

6. REPRESENTATIONS AND WARRANTIES

Releasor represents and warrants that Releasor has the authority to enter into this Release; that Releasor has not assigned or transferred any of the Claims released herein; that Releasor has read and understands this Release; and that Releasor is not relying on any statements, promises or representations other than those expressly set forth in this Release.

7. INDEMNIFICATION

Releasor agrees to indemnify, defend and hold harmless the Client Released Parties from and against any and all claims, demands, losses, liabilities, costs and expenses (including reasonable attorneys' fees and costs of litigation) arising out of or resulting from any breach by Releasor of any representation, warranty, covenant or agreement contained in this Release.

8. CONFIDENTIALITY

Except as required by law, neither party shall disclose the terms, amount or existence of this Release to any third party, except to that party's legal or financial advisors who agree to maintain confidentiality. Breach of this confidentiality provision shall entitle the non-breaching party to injunctive relief and recovery of damages.

9. NOTICES

All notices under this Release must be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth in the opening paragraph or to such other address as a party may designate by notice to the other parties in accordance with this Section. Notice is effective upon receipt.

10. AMENDMENTS; WAIVER

This Release may be amended only by a written instrument signed by both parties. No failure or delay by any party in exercising any right under this Release will operate as a waiver of that right.

11. GOVERNING LAW; VENUE

This Release will be governed by and construed in accordance with the laws of the state identified below. Any action to interpret or enforce this Release shall be brought exclusively in the state or federal courts located in the county indicated below.

12. ENTIRE AGREEMENT; SEVERABILITY

This Release 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. If any provision of this Release is held to be invalid, illegal or unenforceable, the remaining provisions will not be affected and will remain in full force and effect.

MISCELLANEOUS

The parties acknowledge that they have had the opportunity to consult with independent legal counsel of their choosing prior to executing this Release and that this Release is a negotiated document. The headings in this Release are for convenience only and do not affect the interpretation of the provisions.

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