Legal Waiver and Motion

LEGAL WAIVER AND MOTION

This Legal Waiver and Motion (the "Agreement") is made and entered into on by and between Client Name: and Respondent Name: .

RECITALS

WHEREAS, Client Name asserts certain claims arising from the transactions and events described as follows: ; and

WHEREAS, Respondent Name denies liability for the matters alleged and intends to seek judicial relief unless the parties agree to a mutual resolution; and

WHEREAS, the parties desire to resolve disputes between them by executing this Agreement and jointly moving the appropriate court for entry of an order consistent with the terms hereof.

NOW, THEREFORE, in consideration of the mutual covenants, releases, and other good and valuable consideration set forth herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, "Claims" means all claims, demands, causes of action, liabilities, damages, losses, costs and expenses (including attorneys' fees) that were or could have been asserted by either party relating to the matters described in the Recitals or arising prior to the Effective Date set forth below.

2. WAIVER AND RELEASE

2.1 Waiver by Client. Client Name hereby irrevocably and unconditionally waives, releases and forever discharges Respondent Name from all Claims that Client Name has or may have against Respondent Name as of the Effective Date, including but not limited to the Claims described in the Recitals. The specific claims waived are described in detail as follows:

2.2 Mutual Release. Subject to the terms of this Agreement, each party releases and discharges the other party, and their respective affiliates, officers, directors, employees, agents and attorneys, from all Claims arising out of or relating to facts or events occurring on or before the Effective Date.

3. MOTION TO COURT

3.1 Joint Motion. The parties shall jointly file a motion with the court identified below requesting entry of an order granting the relief selected by the parties and effectuating the releases and waivers contained in this Agreement.

Court Name: Case Number:

3.2 Requested Relief (check all that apply):

Dismiss the action with prejudice as to the claims released herein;
Dismiss the action without prejudice subject to terms stated in the proposed order;
Enter judgment or consent decree consistent with the Agreement;
Other relief (describe):

4. CONSIDERATION

4.1 In consideration for the waivers and releases set forth in this Agreement, the parties acknowledge receipt of the following consideration:

4.2 The parties acknowledge that the consideration recited above is fair, adequate and sufficient to support the releases and covenants contained in this Agreement.

5. REPRESENTATIONS, WARRANTIES AND AUTHORITY

Each party represents and warrants to the other that: (a) it has full power, capacity and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate, partnership or other action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

6. COVENANT NOT TO SUE

Each party covenants and agrees that, except as expressly provided in this Agreement, it shall not commence, continue, or permit to be commenced or continued any action, claim, suit or other proceeding against the other party based upon any Released Claims.

7. CONFIDENTIALITY

Except as required by law or court order, the parties agree to keep the terms and existence of this Agreement confidential. If disclosure is required by law, the disclosing party shall first provide written notice to the other party and use reasonable efforts to obtain confidential treatment.

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 hand delivery, certified mail (return receipt requested) or overnight courier:

9. AMENDMENT; WAIVER

This Agreement may be amended or modified only by a written instrument executed by both parties. No failure or delay by any party in exercising any right under this Agreement shall operate as a waiver thereof unless such waiver is in writing and signed by the party granting the waiver.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether written or oral.

12. 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 in any way be affected or impaired.

13. COUNTERPARTS; 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. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of an original.

14. CERTIFICATION OF AUTHORITY

Each signatory below certifies and warrants that he or she is authorized to execute this Agreement on behalf of the party for which he or she signs and that such execution binds that party to the terms of this Agreement.

Effective Date of Agreement:

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