Legal Termination Release

LEGAL TERMINATION RELEASE

This Legal Termination Release (the "Release") is made and entered into as of Effective Date: by and between Releasor Name: ("Releasor") and Releasee Name: ("Releasee"). The Releasor and Releasee are sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties entered into that certain agreement described as dated (the "Agreement");

WHEREAS, the Parties now desire to terminate the Agreement in its entirety and to resolve and release any and all claims, demands, obligations, causes of action, and liabilities arising out of or related to the Agreement or the subject matter addressed therein;

WHEREAS, the Parties desire to set forth the full terms and conditions of such termination and mutual release in a single integrated written instrument.

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

1. TERMINATION

Effective as of the Effective Date, the Agreement is terminated and shall be of no further force or effect, except as expressly provided in this Release. From and after the Effective Date, neither Party shall have any rights, duties, liabilities, or obligations under the Agreement other than those obligations expressly set forth in this Release.

2. MUTUAL RELEASE

2.1 Release by Releasor. Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, agents, representatives, successors and assigns, hereby fully and forever releases, remises, acquits and discharges Releasee and Releasee's past and present parents, subsidiaries, affiliates, officers, directors, employees, agents, insurers, attorneys, successors and assigns (collectively, the "Releasee Parties") from any and all claims, demands, causes of action, obligations, damages, losses, costs and expenses of any kind, whether known or unknown, suspected or unsuspected, asserted or unasserted, that Releasor has or may have had against the Releasee Parties arising out of or relating to the Agreement or the subject matter thereof up to and including the Effective Date.

2.2 Release by Releasee. Releasee, on behalf of Releasee and Releasee's heirs, executors, administrators, agents, representatives, successors and assigns, hereby fully and forever releases, remises, acquits and discharges Releasor and Releasor's past and present parents, subsidiaries, affiliates, officers, directors, employees, agents, insurers, attorneys, successors and assigns (collectively, the "Releasor Parties") from any and all claims, demands, causes of action, obligations, damages, losses, costs and expenses of any kind, whether known or unknown, suspected or unsuspected, asserted or unasserted, that Releasee has or may have had against the Releasor Parties arising out of or relating to the Agreement or the subject matter thereof up to and including the Effective Date.

3. CONSIDERATION

In full and final consideration for the mutual releases set forth in Section 2, Releasee shall provide to Releasor the following consideration: Payment Amount: $. The parties acknowledge that such consideration constitutes adequate and bargained-for consideration for this Release.

4. CONFIDENTIALITY

Except as required by law or as necessary to enforce this Release, the Parties shall keep the terms and existence of this Release strictly confidential. Disclosure to a Party's legal counsel, tax advisors, accountants, or as required by a court or regulatory authority is permitted provided the recipient agrees to be bound by confidentiality obligations at least as protective as those set forth herein.

5. NON-DISPARAGEMENT

Each Party covenants and agrees that it shall not make any false, disparaging or derogatory statements, whether written or oral, concerning the other Party or the other Party's affiliates, officers, directors, employees or agents, and shall use commercially reasonable efforts to prevent others under its control from making such statements.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power, authority and legal right to enter into this Release and to perform its obligations hereunder; that the person executing this Release on behalf of such Party is duly authorized to do so; and that this Release constitutes a legal, valid and binding obligation of such Party enforceable in accordance with its terms.

7. INDEMNIFICATION

Each Party agrees to indemnify and hold harmless the other Party from and against any and all losses, liabilities, claims, causes of action, damages, costs and expenses (including reasonable attorneys' fees) resulting from any breach of such Party's representations, warranties or covenants contained in this Release.

8. NO ADMISSION

This Release is entered into by the Parties for the purpose of compromising and settling disputed claims and shall not be construed as an admission of liability or wrongdoing by any Party, all such liability being expressly denied.

9. TAXES

Each Party shall be responsible for its own tax reporting and tax liabilities associated with the consideration received under this Release. Neither Party shall be responsible for the tax liabilities of the other Party, except as required by applicable law.

10. NOTICES

All notices, consents and other communications required or permitted under this Release shall be in writing and shall be deemed given (a) when delivered personally, (b) three business days after being mailed by certified mail, return receipt requested, or (c) one business day after being sent by overnight courier, to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

11. AMENDMENTS

This Release may be amended or modified only by a written instrument executed by both Parties. Any attempted oral modification shall be void and of no force or effect.

12. WAIVER

No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default. The waiver of any provision shall be effective only if in writing and signed by the Party granting the waiver.

13. GOVERNING LAW

This Release shall be governed by and interpreted in accordance with the laws of the State of , without regard to its conflicts of law principles.

14. ENTIRE AGREEMENT

This Release contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the Parties regarding such subject matter.

15. SEVERABILITY

If any provision of this Release is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the intent of the Parties as nearly as possible.

16. COUNTERPARTS; ELECTRONIC SIGNATURES

This Release 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 delivered by facsimile, electronic image, or other electronic means shall be binding and treated as original signatures for all purposes.

17. EFFECTIVE DATE

This Release shall become effective on the Effective Date first written above upon execution by authorized representatives of both Parties.

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