Legal Settlement and Release Form

LEGAL SETTLEMENT AND RELEASE AGREEMENT

This Legal Settlement and Release Agreement (the Agreement) is made and entered into as of by and between Party A Name: with principal address at , and Party B Name: with principal address at .

RECITALS

WHEREAS, a dispute has arisen between the parties concerning certain claims, demands, actions or causes of action relating to the matters described as: ; and

WHEREAS, the parties desire to compromise and settle fully and finally all disputes, claims and controversies between them without admission of liability, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties acknowledge that this Agreement is a negotiated settlement to avoid the burden, expense and uncertainty of further litigation or administrative proceedings and that the terms hereof are fair, reasonable and in the parties' best interests.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein and 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:

"Claim" means any claim, demand, action, liability, obligation, loss, cost or expense of any nature, whether known or unknown, asserted or unasserted, that arises out of or relates to the dispute described in the recitals or any facts, acts or omissions occurring on or prior to the Effective Date.

"Effective Date" means the date of execution by the last party to sign below or , whichever is later.

2. SETTLEMENT PAYMENT

In full settlement and satisfaction of all Claims, Party shall pay to Party the total sum of $ (the Settlement Amount), subject to the terms of this Section.

Payment shall be made in immediately available funds by check, wire transfer, or other mutually agreed method. Payment shall be delivered to the payee at the notice address set forth in Section 11 or to such other designee as set forth in writing. The Settlement Amount will be reduced for any applicable taxes or withholdings as required by law.

3. RELEASE BY RELEASOR

Upon receipt of the Settlement Amount as set forth in Section 2, Party (the Releasor) hereby fully, finally and forever releases, acquits and discharges Party and its past and present subsidiaries, affiliates, officers, directors, employees, agents, insurers and attorneys (collectively, the Releasees) from any and all Claims, whether known or unknown, asserted or unasserted, that the Releasor has or may have, arising out of or related to the matters described in the recitals or occurring on or prior to the Effective Date.

4. MUTUAL RELEASE

The parties agree that this release shall be Mutual (if checked, both parties release each other) and that, if mutual, each party releases the other as of the Effective Date from all Claims arising on or before the Effective Date except for claims expressly reserved in Section 5.

5. RESERVATION OF RIGHTS

Notwithstanding the releases above, the parties expressly reserve (a) claims for breach of this Agreement; (b) claims arising after the Effective Date; and (c) claims for criminal conduct or those that cannot be released as a matter of law. Any claim asserted in violation of this release will entitle the prevailing party to recover reasonable attorneys' fees and costs.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full authority to enter into this Agreement; (b) the person executing this Agreement has been duly authorized to do so; (c) it has not assigned any Claim released herein; and (d) it has read and understands the terms and consequences of this Agreement.

7. CONFIDENTIALITY

The parties agree that the terms, amount and existence of this Agreement shall be kept confidential and shall not be disclosed to any third party except as required by law, to the parties' legal and financial advisors subject to confidentiality obligations, or with the prior written consent of the other party. Permitted disclosures must be limited to the minimum information necessary.

8. INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from any third-party claim resulting from that party's breach of this Agreement or its gross negligence or willful misconduct.

9. TAXES

Each party shall be responsible for its own tax liabilities arising from payments made under this Agreement. The payee shall be responsible for reporting and paying any applicable taxes on the Settlement Amount unless otherwise required by law; any withholding required by law shall be the payer's responsibility to deduct and remit.

10. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and delivered to the parties at the addresses below by personal delivery, certified mail (return receipt requested), or overnight courier.

11. MISCELLANEOUS

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state identified by the parties at execution without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located within that state for enforcement of this Agreement.

Entire Agreement: This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral.

Severability: If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be enforced to the fullest extent permitted by law, and the remaining provisions shall remain in full force and effect.

Amendments and Waiver: No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. The failure of any party to enforce any provision shall not constitute a waiver of future enforcement.

Counterparts: This Agreement may be executed in one or more counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12. EXECUTION

The parties have executed this Agreement as of the Effective Date. Each signatory represents and warrants that he or she is duly authorized to execute this Agreement on behalf of the party for which he or she signs.

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