Legal Settlement Waiver

LEGAL SETTLEMENT WAIVER

This Settlement and Waiver Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between Claimant Name: (the "Claimant"), and Releasee Name: (the "Releasee").

RECITALS

WHEREAS, Claimant alleges that certain claims, demands, actions, causes of action or disputes exist arising from or related to ; and

WHEREAS, the Parties desire to fully and finally resolve and settle all claims between them, whether known or unknown, without admission of liability, on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties acknowledge that this Agreement is a compromise of disputed claims and is entered into to avoid the expense, uncertainty and inconvenience of litigation.

NOW, THEREFORE

In consideration of the mutual covenants and promises set forth 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 meanings set forth below: "Claims" means any and all claims, demands, causes of action, liabilities, obligations, damages or losses, whether known or unknown, asserted or unasserted, liquidated or unliquidated, that arise from or relate to the matters described in the Recitals through the Effective Date. "Releasees" means Releasee and its past and present officers, directors, employees, agents, insurers, successors and assigns.

2. SETTLEMENT PAYMENT

In full and final settlement of all Claims, Releasee shall pay to Claimant the sum of $ (the "Settlement Payment"). The Settlement Payment shall be paid by on or before . The Settlement Payment shall be delivered to the address specified in the Notices section below unless otherwise agreed in writing.

The Parties acknowledge and agree that any costs, fees, expenses or taxes incurred in connection with the payment shall be the responsibility of the receiving Party except as otherwise expressly provided herein. Releasee shall not be responsible for Claimant's tax liability arising from the Settlement Payment.

3. RELEASE AND WAIVER

Upon receipt of the Settlement Payment in accordance with Section 2, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, agents, representatives and assigns, hereby irrevocably and unconditionally releases, acquits and forever discharges Releasee and its Releasees from any and all Claims of every nature and description, whether known or unknown, suspected or unsuspected, existing as of the Effective Date, arising out of, based on or relating to the facts, transactions or occurrences described in the Recitals.

Claimant expressly waives any rights or benefits afforded by any applicable statute or common law principle that would otherwise limit the scope of this release, including any right to recover for unknown or unforeseeable claims.

4. COVENANT NOT TO SUE

Claimant covenants and agrees that Claimant will not file, commence, maintain or prosecute any action, suit or proceeding against Releasee asserting any Claim released by this Agreement. If Claimant breaches this covenant, Claimant shall be liable for Releasee's reasonable attorneys' fees and costs incurred in defending any such action.

5. 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 Agreement confidential. Disclosure required by statute, regulation, judicial order or to a Party's tax or legal advisor is permitted provided the recipient agrees to maintain confidentiality to the extent permitted by law. A material breach of this confidentiality obligation shall entitle the non-breaching Party to injunctive relief and recovery of reasonable attorneys' fees.

6. NO ADMISSION OF LIABILITY

The Parties agree that this Agreement is a compromise of disputed matters and that neither this Agreement nor any payment made hereunder shall constitute or be construed as an admission of liability, wrongdoing or violation of law by any Party.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power, authority and legal right to enter into this Agreement and to perform its obligations hereunder; that the signatory signing on behalf of a Party is duly authorized to do so; and that neither the execution nor performance of this Agreement will violate any other agreement, order, law or obligation binding on such Party.

8. TAX TREATMENT

Each Party shall be solely responsible for its own tax liabilities arising from any amounts received pursuant to this Agreement. The Parties agree to cooperate in good faith to furnish any documentation reasonably necessary for tax reporting. Claimant acknowledges that Releasee is not providing tax advice and that Claimant should consult Claimant's own tax advisor concerning the tax consequences of the Settlement Payment.

9. INDEMNIFICATION

Each Party agrees to indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, damages or losses (including reasonable attorneys' fees) arising out of or resulting from a breach of any representation, warranty or covenant contained in this Agreement.

10. NOTICES

All notices 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 (3) days after deposit in the United States mail, postage prepaid, to the addresses set forth above or to such other addresses as a Party may designate by notice to the other Party in accordance with this Section.

11. GOVERNING LAW

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.

12. ENTIRE AGREEMENT; SEVERABILITY

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

13. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No failure or delay by any Party in exercising any right shall operate as a waiver thereof. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

14. ENFORCEMENT; ATTORNEYS' FEES

In the event of any action to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees, costs and expenses in addition to any other relief awarded by the court.

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