Legal Rescission Letter

LEGAL RESCISSION LETTER

This Legal Rescission Letter (the "Rescission") is made effective as of by and between Client Name: whose address is and Other Party Name: whose address is .

RECITALS

WHEREAS, the parties entered into a written instrument described as: (the "Original Agreement") dated ; and

WHEREAS, the parties have agreed to rescind and unwind the Original Agreement and to return to one another the consideration exchanged thereunder, subject to the terms and conditions set forth in this Rescission; and

WHEREAS, the parties desire to resolve and release any claims arising out of or related to the Original Agreement without admission of liability.

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

1. RESCISSION

1.1 Rescission. The parties hereby mutually agree to rescind and terminate the Original Agreement as of the Effective Date specified above. Upon the Effective Date the Original Agreement shall be of no further force or effect and the parties shall be restored, to the extent reasonably practicable, to the positions they occupied prior to execution of the Original Agreement.

2. RETURN OF CONSIDERATION

2.1 Return Obligations. Each party shall return to the other party, within the timeframes set forth in this Section, any and all consideration received under the Original Agreement, including but not limited to funds, documents, property, and contractual rights.

2.2 Timing and Method. Returned monetary consideration shall be paid by wire, check, or other mutually agreed method to the recipient's designated account or address within days of the Effective Date. Bank or delivery details for returns shall be provided in writing as set forth in Section 7.

3. MUTUAL RELEASE

3.1 Release. Upon full performance of the return obligations in Section 2, each party, on behalf of itself and its affiliates, successors and assigns, fully and forever releases and discharges the other party and its affiliates, successors and assigns from any and all claims, demands, causes of action, liabilities or obligations of any kind arising out of or related to the Original Agreement, whether known or unknown, asserted or unasserted, at law or in equity.

Mutual release confirmed by both parties

4. REPRESENTATIONS AND WARRANTIES

4.1 Each party represents and warrants that: (a) it has full power and authority to enter into this Rescission and to perform its obligations hereunder; (b) the execution and delivery of this Rescission and the performance of its obligations hereunder have been duly authorized by all necessary action; and (c) this Rescission constitutes a valid and binding obligation enforceable against it in accordance with its terms.

5. INDEMNIFICATION

5.1 Each party shall indemnify, defend and hold harmless the other party from and against any losses, damages, liabilities, costs or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Rescission or arising from a breach of any representations or warranties set forth in Section 4.

6. NO ADMISSION; CONFIDENTIALITY

6.1 The parties acknowledge and agree that this Rescission is intended to effect a rescission of the Original Agreement and is not an admission of liability or wrongdoing by any party. The parties agree that the terms of this Rescission, and any communications made in connection herewith, shall be confidential and shall not be disclosed except as required by law or to the parties' legal and financial advisors on a need-to-know basis.

7. NOTICES

7.1 Any notice required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice in accordance with this Section) and shall be effective upon receipt.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT; SEVERABILITY

9.1 Entire Agreement. This Rescission 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.

9.2 Severability. If any provision of this Rescission 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.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 Amendment and Waiver. No amendment, modification or waiver of any provision of this Rescission shall be effective unless in writing and signed by both parties. No waiver by any party of any breach shall be deemed a waiver of any subsequent breach.

10.2 Counterparts. This Rescission may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile, scanned or electronic signatures shall be effective as original signatures for purposes of this Rescission.

CERTIFICATION

Each party certifies that the person signing below on its behalf is authorized to execute this Rescission and to bind such party to its terms. Each party further certifies that the information provided in this Rescission is true and correct to the best of its knowledge.

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