Legal Termination & Release Form

LEGAL TERMINATION & RELEASE FORM

This Legal Termination & Release Form ("Agreement") is entered into as of by and between Client Name: with address and Other Party Name: with address .

RECITALS

WHEREAS, the parties entered into a prior agreement described as: on (the "Prior Agreement");

WHEREAS, the parties desire to terminate the Prior Agreement and resolve, discharge, and release all claims, obligations, and liabilities arising out of or related to the Prior Agreement and their relationship through the Effective Date, on the terms set forth herein;

WHEREAS, the parties acknowledge that this Agreement is intended to be a final and binding settlement of all disputes, claims, and demands between them, subject only to the express exceptions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and payments set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. TERMINATION

The Prior Agreement is hereby terminated and of no further force or effect as of the Termination Date: . From and after the Termination Date, neither party shall have any further obligations under the Prior Agreement except as expressly preserved by this Agreement.

2. RELEASE

In consideration of the promises and payments set forth herein, each party, on behalf of itself and its past and present officers, directors, employees, agents, successors and assigns, hereby unconditionally and irrevocably releases and forever discharges the other party and its affiliates from any and all claims, demands, actions, causes of action, obligations, liabilities, damages, and expenses of any nature, whether known or unknown, suspected or unsuspected, asserted or unasserted, that the releasing party has, had, or may have arising out of or relating to the Prior Agreement or the relationship between the parties through the Termination Date, except for the obligations expressly set forth in this Agreement.

3. SCOPE OF RELEASE

The release described in Section 2 includes, without limitation, all claims for breach of contract, tort, statutory violation, employment claims, wrongful termination, discrimination, wage claims, and any claims for attorneys' fees, costs, or expenses arising from or relating to the Prior Agreement, except as expressly reserved in Section 4. The parties may describe specific exceptions below:

4. CONSIDERATION

As consideration for the releases and promises set forth in this Agreement, the Releasing Party shall receive the following from the Released Party: a one-time payment in the gross amount of , payable in accordance with the schedule below.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Agreement; that this Agreement constitutes a valid, binding, and enforceable obligation; and that the person signing on behalf of each party is duly authorized to execute and deliver this Agreement. Each releasing party further represents that it has not assigned, transferred, or encumbered any claim released herein.

6. NO ADMISSION

The parties acknowledge and agree that this Agreement is a compromise of disputed claims and that neither the execution of this Agreement nor any payment or action taken pursuant to this Agreement shall constitute an admission of liability or wrongdoing by any party.

7. CONFIDENTIALITY

Except as required by law, the parties shall keep the terms, amount, and existence of this Agreement confidential and shall not disclose such information to any third party, except to their respective attorneys, accountants, tax preparers, or as required by a court order. Notwithstanding the foregoing, each party may disclose the terms to potential lenders or as required to effectuate the terms of this Agreement.

8. TAX TREATMENT

Each party acknowledges that it has been advised to seek tax advice and that neither party makes any representations regarding the tax consequences of this Agreement. Any tax withholding or reporting obligations arising from payments made under this Agreement shall be the responsibility of the payor, unless otherwise required by law.

9. INDEMNIFICATION

Each party agrees to indemnify, defend, and hold harmless the other party from and against any and all losses, liabilities, claims, damages, and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties, or covenants contained in this Agreement.

10. REMEDIES

The parties agree that any breach of the confidentiality, non-disparagement, or other material provisions of this Agreement may cause irreparable harm for which monetary damages may be inadequate, and that the non-breaching party shall be entitled to injunctive relief and any other remedies available at law or in equity.

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 business days after deposit in the U.S. mail, postage prepaid, addressed to the parties at the addresses set forth below or at such other address as either party may specify in writing in accordance with this Section.

12. AMENDMENTS; WAIVER

This Agreement may be amended, modified, or supplemented only by a written instrument signed by authorized representatives of both parties. No waiver of any provision hereof shall be effective unless in writing signed by the party against whom enforcement is sought, and no waiver shall constitute a waiver of any other provision or continuing breach.

13. COUNTERPARTS

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 delivered by electronic means shall be binding for all purposes.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles that would apply the laws of another jurisdiction.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, whether written or oral, relating to such subject matter, except for any documents expressly preserved by this Agreement.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law, such provision shall be reformed only to the extent necessary to make it enforceable while preserving to the maximum extent permitted the intent of the parties, and the remainder of this Agreement shall remain in full force and effect.

17. EXECUTION

Each party acknowledges that it has read this Agreement, understands its terms, and executes it voluntarily and with full knowledge of its legal effect. Each party further acknowledges that it has had the opportunity to consult with counsel of its choice.

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