Legal Settlement Release Agreement

LEGAL SETTLEMENT RELEASE AGREEMENT

This Legal Settlement Release Agreement (the Agreement) is entered into as of Effective Date: by and between Releasor Name: , Address: (hereinafter "Releasor"), and Releasee Name: , Address: (hereinafter "Releasee"). Releasor and Releasee shall be collectively referred to as the Parties.

RECITALS

WHEREAS, a dispute has arisen between the Parties concerning certain claims, demands, and causes of action arising out of or related to: ; and

WHEREAS, the Parties desire to resolve and settle all such claims, disputes and controversies without further litigation and to avoid the expense and uncertainty of further proceedings; and

WHEREAS, the Parties acknowledge that this Agreement constitutes a negotiated settlement and is entered into as part of a compromise of disputed claims.

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 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, complaints, demands, actions, causes of action, suits, obligations, liabilities, costs, expenses, attorneys' fees, losses and damages of any nature, whether known or unknown, suspected or unsuspected, that arise out of or relate to the matters described in the Recitals, including any claims asserted or that could have been asserted in any administrative or judicial forum.

"Settlement Amount" means the total payment to be made by Releasee to Releasor as set forth in Section 2.

2. SETTLEMENT PAYMENT

Releasee shall pay to Releasor the Settlement Amount of $ in full satisfaction of the Claims. Payment shall be made by: , payable to: .

Payment shall be delivered on or before Payment Due Date: to the following address or account: . Timely payment is an essential condition of this Agreement.

3. RELEASE BY RELEASOR

Subject to receipt of the Settlement Amount in accordance with Section 2, Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, agents, attorneys, insurers, 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, attorneys, predecessors, successors and assigns (collectively, the Released Parties) from any and all Claims, whether known or unknown, suspected or unsuspected, which Releasor has or may have against the Released Parties that arise out of or relate to the matters described in the Recitals through the Effective Date.

4. COVENANT NOT TO SUE

Releasor covenants and agrees that Releasor will not institute, prosecute or permit to be prosecuted any action, suit or proceeding asserting any Claim released by this Agreement. If Releasor violates this covenant, Releasor shall indemnify and hold harmless Releasee from any costs, expenses and attorneys' fees incurred in defending such action.

5. MUTUAL RELEASE (IF APPLICABLE)

Check if the Parties intend a mutual release: Mutual Release. If mutual release is selected, Releasee, on behalf of Releasee and Releasee's heirs, executors, administrators, agents, attorneys, insurers, successors and assigns, hereby fully, finally and forever releases and discharges Releasor from any and all Claims arising out of or related to the subject matter described in the Recitals through the Effective Date.

6. CONFIDENTIALITY

The Parties agree that the terms, amount and existence of this Agreement shall be confidential and shall not be disclosed to any third party, except as required by law or as reasonably necessary to enforce this Agreement, or to a tax advisor, legal counsel, or spouse on a confidential basis. The confidentiality obligation shall remain in effect for years from the Effective Date.

7. NO ADMISSION OF LIABILITY

The Parties acknowledge and agree that this Agreement is entered into to avoid the expense, inconvenience and uncertainty of litigation and that neither this Agreement nor the furnishing of consideration shall be deemed or construed to be an admission of liability or wrongdoing by any Party.

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 executing this Agreement on its behalf is duly authorized to do so, and that, other than as expressly provided in this Agreement, there are no outstanding assignments or liens that would impair the ability to perform hereunder.

9. TAXES AND REPORTING

Each Party shall be responsible for its own tax liability arising from the Settlement Amount unless otherwise required by law. Releasor shall provide all documentation reasonably requested by Releasee to comply with tax reporting requirements. Any withholding required by law shall be deducted from the Settlement Amount prior to distribution.

10. INDEMNIFICATION

Each Party shall indemnify and hold harmless the other Party against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from any breach of this Agreement by the indemnifying Party.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after being deposited in the United States mail, postage prepaid, certified or registered mail, to the addresses below or to such other address as a Party may designate in writing.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may not be amended except by an instrument in writing signed by both Parties. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default. 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. Facsimile and electronic signatures shall be treated as originals.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Exclusive venue for any dispute arising under or relating to this Agreement shall be the state and federal courts located within the county indicated for the governing state.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, understandings and representations, whether oral or written. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

15. ACKNOWLEDGMENTS

Each Party acknowledges that they have read and understand this Agreement, that they have been advised of their right to seek independent legal counsel, and that they enter into this Agreement voluntarily and without duress.

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