Legal Release with Payment

LEGAL RELEASE WITH PAYMENT

This Legal Release with Payment (the "Agreement") is made effective as of (the "Effective Date"), by and between Releasor: , and Releasee: .

RECITALS

WHEREAS, Releasor asserts that Releasor may have claims, demands, liabilities, causes of action, obligations, or rights of action of any kind, whether known or unknown, suspected or unsuspected, against Releasee arising out of or relating to events occurring before the Effective Date;

WHEREAS, Releasee has agreed to provide a payment to Releasor as consideration to resolve and extinguish any and all such claims in accordance with the terms of this Agreement;

WHEREAS, the parties desire to settle fully and finally all disputes and avoid the expense, delay and uncertainty of litigation and expressly intend this Agreement to be a complete and final resolution of all matters covered herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. RELEASE

1.1 Release by Releasor. Subject to the terms and conditions of this Agreement and upon receipt of the consideration described in Section 2, Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, successors and assigns, hereby fully, finally and forever releases, acquits, and discharges Releasee and Releasee's past, present and future officers, directors, employees, agents, insurers, affiliates, subsidiaries, predecessors, successors and assigns (collectively, the "Released Parties") from any and all claims, demands, actions, causes of action, suits, debts, accounts, contracts, liabilities, obligations, losses, fees, costs and damages of any nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, contingent or accrued, that Releasor ever had, now has, or may have against the Released Parties as of the Effective Date, relating to or arising out of the matters described in the Recitals.

1.2 Covenant Not to Sue. Releasor covenants and agrees that Releasor will not institute, assist, or participate in any claim, action, arbitration, or proceeding against any Released Party with respect to any claims released by this Agreement.

2. PAYMENT

2.1 Consideration. In consideration for the release set forth in Section 1, Releasee shall pay to Releasor the total sum of U.S. dollars (the "Payment").

2.2 Method and Timing of Payment. The Payment shall be made as follows:

Lump sum payment to be delivered within days of Effective Date.

Installment payments: number of installments , first payment due on . All installments shall be of equal amount unless otherwise specified in writing.

2.3 Mode of Payment. Payments shall be made by check, wire transfer, or other mutually agreed method. Payment shall be deemed made upon Releasee's delivery of funds to Releasor in cleared funds.

3. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that this Agreement constitutes a compromise and settlement of disputed claims and that neither the Payment nor this Agreement shall be construed as an admission of liability or wrongdoing by any party for any purpose.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) the person signing this Agreement on its behalf is duly authorized to do so; (c) this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms; and (d) no consent, approval or notification from any third party is required for such party to perform its obligations under this Agreement except as expressly set forth herein.

5. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of this Agreement by the indemnifying party or any representation or warranty made by such party that is untrue or breached.

6. CONFIDENTIALITY

Except as required by law or as otherwise agreed in writing, the parties shall keep the terms and existence of this Agreement, and the amount of the Payment, confidential and shall not disclose such information to any third party. Notwithstanding the foregoing, disclosure to tax advisors, counsel, and immediate family members is permitted provided such recipients agree to keep the information confidential.

7. TAXES

Each party is solely responsible for the reporting and payment of any federal, state or local taxes arising from the Payment. Releasee makes no representation as to the tax treatment of the Payment. Releasor agrees to provide any forms reasonably requested by Releasee solely to facilitate tax reporting requirements.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after mailing by certified mail, return receipt requested, to the addresses set forth below or such other address as a party may designate by written notice to the other.

9. AMENDMENT; WAIVER

This Agreement may be amended or modified only by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement of the waiver is sought. Failure to enforce any right shall not constitute a waiver of that right.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

11. ENTIRE AGREEMENT

This Agreement 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, relating thereto.

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 in any way be affected or impaired.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

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 shall be deemed originals for all purposes.

14. ACKNOWLEDGMENTS

Releasor acknowledges that Releasor has read and fully understands this Agreement, that Releasor has been given a reasonable opportunity to consider this Agreement and to obtain the advice of independent legal counsel, and that Releasor enters into this Agreement knowingly and voluntarily.

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