Legal TSW Release Form

LEGAL TSW RELEASE FORM

This Release Agreement (the Agreement) is made and entered into as of by and between Releasor: , whose principal address is , and Releasee: , whose principal address is .

RECITALS

WHEREAS, Releasor and Releasee have been parties to certain activities, communications or engagements concerning the project identified as (the TSW Project);

WHEREAS, disputes, claims, or potential claims have arisen or may arise from or related to the TSW Project, as described by Releasor in the summary of claims below; and

WHEREAS, the parties desire to resolve and finally settle all such disputes and claims, and to avoid the expense, uncertainty and disruption of further proceedings.

NOW, THEREFORE

In consideration of the mutual covenants and other good and valuable consideration set forth below, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows.

1. DEFINITIONS

For purposes of this Agreement: (a) "Claims" means any and all actions, causes of action, suits, claims, demands, liabilities, obligations, damages, losses, costs and expenses (including attorneys' fees) whether known or unknown, contingent or fixed, arising out of or relating to the TSW Project; and (b) "Effective Date" means the date set forth in the introductory paragraph of this Agreement.

2. RELEASE AND WAIVER

2.1 Releasor, on behalf of Releasor and Releasor's agents, representatives, heirs, successors and assigns, hereby irrevocably and unconditionally releases and forever discharges Releasee, and Releasee's past and present officers, directors, employees, agents, affiliates, parents, subsidiaries and insurers (collectively Releasee Parties), from any and all Claims arising out of, relating to or connected with the TSW Project, whether arising in contract, tort, statute or equity, including but not limited to claims for compensatory, consequential, punitive or exemplary damages, except as expressly carved out in Section 2.3.

2.2 Releasor acknowledges and agrees that the Release is intended to be broad and inclusive and covers Claims that Releasor does not presently know or suspect to exist, and that Releasor expressly waives any rights under any statute or common law doctrine that would limit the effect of such a release.

2.3 Carve-outs: The Release shall not apply to obligations expressly set forth in this Agreement, claims for breach of this Agreement, claims that cannot be waived as a matter of law, or the claims listed below:

3. CONSIDERATION

In consideration for the Release, Releasee shall provide to Releasor the following consideration, the sufficiency of which Releasor expressly acknowledges:

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement; that the person signing on behalf of each party is authorized to do so; and that no authorization, consent or approval of any third party or governmental authority is required to make this Agreement binding.

Releasor further represents that Releasor has not assigned or transferred any Claim released by this Agreement and has the sole right to execute this release as to the Claims released herein.

5. CONFIDENTIALITY

The parties agree that the terms, amount and existence of this Agreement shall be confidential and shall not be disclosed to any third party except as required by law or as reasonably necessary to enforce this Agreement. Any permitted disclosure shall be made subject to commercially reasonable confidentiality measures.

6. NO ADMISSION

The parties acknowledge and agree that this Agreement is a compromise of disputed claims and that nothing in this Agreement shall be construed as an admission of liability, wrongdoing or fault by any party.

7. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct, subject to applicable law and the limitations set forth in this Agreement.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State selected by the parties below, without regard to conflicts of law principles.

10. 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, negotiations and understandings, both written and oral.

11. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

12. AMENDMENT; WAIVER

This Agreement may be amended or modified only by a written instrument signed by both parties. No failure or delay by any party in exercising any right under this Agreement shall operate as a waiver of such right.

13. COUNTERPARTS; ELECTRONIC EXECUTION

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 facsimile, electronic image or other electronic means shall be binding and effective for all purposes.

14. CLAIMS DESCRIPTION

Releasor describes the claims, disputes or asserted damages that are the subject of this Release as follows. This description is for identification only and is not a limitation on the scope of the Release, except as expressly stated in Section 2.3.

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