Legal Settlement Waiver Release

LEGAL SETTLEMENT WAIVER RELEASE

This Settlement Waiver and Release Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Releasor: with primary address , and Releasee: with primary address .

RECITALS

WHEREAS, Releasor asserts certain claims, demands, causes of action, or grievances (collectively, "Claims") against Releasee arising out of or related to the events described in the claim summary below; and

WHEREAS, Releasee denies liability for the Claims but desires to resolve and avoid the expense, burden and uncertainty of litigation and other disputes; and

WHEREAS, the parties wish to fully and finally resolve all disputes between them on the terms and conditions set forth in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants, promises and payments contained herein, and for 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 have the following meanings: "Released Claims" means all claims, demands, actions, causes of action, suits, debts, accounts, liabilities, obligations, costs, expenses and attorneys' fees, whether known or unknown, asserted or unasserted, that arise out of or relate to the matters described in the Claim Summary below or to any transaction, occurrence or conduct up to the Effective Date.

2. SETTLEMENT CONSIDERATION

In full and final settlement of the Claims described herein, Releasee agrees to pay Releasor the sum of ("Settlement Amount"), subject to the following payment terms:

Payment shall be made to Payee Name: at Address: .

3. RELEASE

Upon receipt of the Settlement Amount in accordance with Section 2, Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, agents, successors and assigns, hereby irrevocably and unconditionally releases and forever discharges Releasee and Releasee's past, present and future parents, subsidiaries, affiliates, agents, insurers, attorneys, officers, directors, employees and representatives (collectively, "Releasees") from any and all Released Claims.

Exceptions to the release (if any):

4. NO ADMISSION

The parties expressly agree that this Agreement constitutes a compromise of disputed claims and is not to be construed as an admission of liability, wrongdoing, or fault by any party, all such liability, wrongdoing and fault being expressly denied.

5. CONFIDENTIALITY

The parties agree to keep the terms and existence of this Agreement confidential, except as required by law or as reasonably necessary to effectuate its terms. If disclosure is compelled by legal process, the disclosing party shall provide prompt written notice to the non-disclosing party.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Agreement, that it has read and understands the terms hereof, that it has had the opportunity to consult with counsel, and that the person signing below is authorized to bind the party for whom they sign.

7. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any liability, loss or expense (including reasonable attorneys' fees) arising from any breach of this Agreement by the indemnifying party.

8. COOPERATION

The parties agree to cooperate in executing any documents and taking such further acts as may be reasonably necessary to effectuate the terms and intent of this Agreement.

9. CLAIM SUMMARY

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below, by certified mail, courier, or personal delivery, and shall be deemed given upon receipt.

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 law principles.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, promises, covenants and agreements, whether written or oral.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the original intent of the parties to the greatest extent permitted by law.

14. AMENDMENT AND WAIVER

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

15. COUNTERPARTS AND 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 instrument. Signatures transmitted by electronic means or as a scanned copy shall be binding as original signatures.

16. CERTIFICATION

Each party certifies and acknowledges that: (a) they have read and understand all provisions of this Agreement; (b) they enter into this Agreement voluntarily and with full knowledge of its legal effect; and (c) they have had the opportunity to consult with counsel of their choosing prior to signing.

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