Legal Settlement & Release Form

LEGAL SETTLEMENT & RELEASE AGREEMENT

This Settlement and Release Agreement (the Agreement) is entered into as of Effective Date: by and between Releasor Name: whose primary mailing address is (hereinafter referred to as "Releasor"), and Releasee Name: whose primary mailing address is (hereinafter referred to as "Releasee"). Releasor and Releasee are sometimes referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Releasor asserts certain claims, demands, causes of action or liabilities, whether known or unknown, suspected or unsuspected, against Releasee arising out of or related to events, acts or omissions occurring on or before the Effective Date; and

WHEREAS, Releasee denies liability for such claims and desires to avoid the burden, expense and uncertainty of litigation; and

WHEREAS, the Parties, after negotiation and in consideration of the mutual covenants herein, wish to fully and finally settle and release all claims between them upon the terms and conditions set forth below.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Claims" means any and all claims, rights, causes of action, suits, demands, debts, contracts, agreements, obligations, losses, costs, expenses, attorneys' fees, damages and liabilities whether legal, equitable or statutory, and whether known or unknown, disclosed or undisclosed, suspected or unsuspected, that Releasor has or may have against Releasee through the Effective Date.

2. SETTLEMENT PAYMENT

In consideration of the releases and covenants contained in this Agreement, Releasee agrees to pay to Releasor the gross sum of $ (Settlement Amount), subject to standard withholdings as required by law. The Settlement Amount shall be paid by Releasee to Releasor by Payment Method: on or before Payment Date: .

3. RELEASE BY RELEASOR

Upon receipt of the Settlement Amount, Releasor, for themselves and their heirs, executors, administrators, successors and assigns, hereby fully and forever releases, acquits and discharges Releasee and Releasee's past and present agents, employees, insurers, affiliates, subsidiaries, predecessors, successors and assigns (collectively, the Released Parties) from any and all Claims arising out of or related to any events occurring on or before the Effective Date, to the fullest extent permitted by law. This Release includes Claims whether known or unknown and expressly includes unknown claims that, if known, might have materially affected Releasor's decision to enter into this Agreement.

4. NO ADMISSION OF LIABILITY

The Parties agree and acknowledge that this Agreement is a compromise of disputed claims and that neither the payment of the Settlement Amount nor anything in this Agreement constitutes an admission of liability, fault or wrongdoing by any Party.

5. COVENANT NOT TO SUE

Releasor covenants and agrees not to institute or pursue any action, claim or proceeding against any of the Released Parties for any Claims released by this Agreement. If Releasor violates this covenant, Releasor shall be liable for Releasee's reasonable attorneys' fees and costs incurred in defending any such action.

6. CONFIDENTIALITY

Except as required by law or as necessary to enforce this Agreement, the Parties agree to keep the terms, amount and existence of this settlement confidential and shall not disclose such information to any third party. Notwithstanding the foregoing, disclosure to attorneys, accountants, tax advisors and immediate family may be made on a need-to-know basis, provided such persons are advised of and bound by this confidentiality provision.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing on its behalf is duly authorized, and that the execution and performance of this Agreement do not and will not violate any other agreement or obligation to which such Party is bound.

8. TAXES

Each Party shall be responsible for its own taxes arising from the transactions contemplated by this Agreement. Releasor acknowledges that Releasee makes no representation regarding the tax consequences of the Settlement Amount and that Releasor has been advised to consult an independent tax advisor.

9. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any claims, liabilities, losses or expenses arising from a breach of its representations, warranties or obligations under this Agreement, including reasonable attorneys' fees and costs.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below or at such other address as a Party may designate in writing pursuant to this section.

11. 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 waiving Party. The failure of any Party to enforce any right under this Agreement shall not constitute a waiver of that right.

12. 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 facsimile or electronic image shall have the same force and effect as original signatures.

13. 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.

14. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written negotiations, understandings and agreements between the Parties.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remainder of this Agreement shall remain valid and enforceable and shall be construed to effectuate the original intent of the Parties to the maximum extent permitted by law.

SCHEDULE A — CLAIMS (OPTIONAL)

Each Party acknowledges that they have read this Agreement, understand its terms, have been advised to seek independent legal counsel, and voluntarily enter into this Agreement with full knowledge of its legal effect.

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