Legal Waiver Certificate

LEGAL WAIVER CERTIFICATE

This Legal Waiver Certificate (the Certificate) is made and entered into effective as of by and between Client Name: (hereinafter, the Releasing Party), and Released Party Name: (hereinafter, the Released Party). The Releasing Party and the Released Party may be referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, the Releasing Party contends that certain claims, demands, causes of action, obligations, and liabilities arose on or about relating to:

WHEREAS, the Parties desire to finally and completely resolve, release and waive any and all such claims, whether known or unknown, contingent or vested, asserted or unasserted, as further set forth herein;

WHEREAS, the Parties acknowledge that the execution of this Certificate constitutes bargained-for consideration and is intended to be a complete and final resolution of the matters described herein.

NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Certificate, the following terms shall have the meanings set forth below: "Claims" means any and all claims, suits, demands, actions, causes of action, liabilities, obligations, damages, losses, costs, expenses and attorneys' fees, whether known or unknown, arising out of or relating to the matters described in the Recitals.

2. WAIVER AND RELEASE

Subject to the terms and conditions of this Certificate, the Releasing Party hereby knowingly and voluntarily releases, acquits, and forever discharges the Released Party and its affiliates, officers, directors, employees, agents, successors and assigns from any and all Claims, whether in law or in equity, that the Releasing Party has or may have had as of the Effective Date, including but not limited to claims for personal injury, property damage, contract, tort, statutory violations, and attorney's fees, to the fullest extent permitted by applicable law.

3. CONSIDERATION

In consideration for the release set forth in Section 2, the Released Party shall provide the following consideration to the Releasing Party:

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has the full power and authority to enter into and perform its obligations under this Certificate; (b) the person executing this Certificate on its behalf is duly authorized to do so; and (c) this Certificate constitutes a valid and binding agreement enforceable against it in accordance with its terms.

5. NO ADMISSION

The Parties expressly acknowledge and agree that this Certificate constitutes a compromise and settlement of disputed claims, and nothing contained herein shall be construed as an admission of liability or fault by any Party.

6. INDEMNIFICATION

The Releasing Party agrees to indemnify, defend and hold harmless the Released Party from and against any and all Claims, demands, suits, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising from any false representation or breach of this Certificate by the Releasing Party.

7. LIMITATION OF LIABILITY

Except as expressly provided in this Certificate, neither Party shall be liable to the other for incidental, consequential, punitive, or special damages arising out of or in connection with this Certificate.

8. NOTICES

Any notice, demand or other communication required or permitted hereunder shall be in writing and shall be delivered to the Parties at the addresses set forth below (or at such other address as either Party shall designate by notice in accordance with this Section).

9. GOVERNING LAW; JURISDICTION

This Certificate shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of or relating to this Certificate.

10. ENTIRE AGREEMENT; SEVERABILITY

This Certificate constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. If any provision of this Certificate is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

11. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Certificate shall be effective unless in writing and signed by both Parties. No waiver shall be effective unless in writing and signed by the waiving Party. This Certificate may be executed in counterparts, and electronic or facsimile signatures shall be deemed originals for all purposes.

12. CERTIFICATION

The undersigned certifies and warrants that they have read this Certificate, understand its terms, and have the authority to execute this Certificate on behalf of the Party for which they sign. The undersigned further certifies under penalty of perjury under applicable law that the information provided in this Certificate is true and correct to the best of their knowledge.

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