Legal Waiver of Right

LEGAL WAIVER OF RIGHT

This Legal Waiver of Right (the "Waiver") is made and entered into as of the day of , , by and between Party A Name: with principal address at ; and Party B Name: with principal address at .

RECITALS

WHEREAS, Party A and Party B have certain legal or equitable rights, claims, or causes of action arising out of or related to the matters described in Section 2 below (the "Claims");

WHEREAS, the parties desire to resolve, compromise, and release certain rights and claims as set forth herein in consideration of the mutual promises and consideration set forth in this Waiver; and

WHEREAS, the parties intend that this Waiver operate as an express, voluntary, and knowing waiver by the Releasor of specified rights under common law, statute, contract, or otherwise, subject to the limitations and scope set forth herein.

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

1. DEFINITIONS

1.1 "Releasor" means the party executing this Waiver who is waiving rights, as indicated by signature below. Releasor may be Party A or Party B depending on which party executes and delivers this document as the waiving party.

1.2 "Releasee" means the party or parties whose rights or potential liability are being released by the Releasor, as identified in Section 2.

2. DESCRIPTION OF RIGHTS AND CLAIMS WAIVED

2.1 Releasor hereby knowingly and voluntarily waives, releases and forever discharges any and all claims, demands, causes of action, suits, liabilities, obligations, damages, losses, costs, and expenses (including reasonable attorneys' fees and costs) whether at law or in equity, known or unknown, that Releasor has or may have against Releasee arising from or related to the following described rights or matters:

2.2 The parties acknowledge that the waiver contained herein is not intended to and does not waive rights that are incapable of being waived as a matter of law, including but not limited to rights arising from criminal statutes or rights that are otherwise non-waivable under applicable law.

3. CONSIDERATION

3.1 In consideration for the waiver and releases set forth herein, Releasee shall provide the following consideration to Releasor:

3.2 If monetary consideration is provided, the amount shall be: payable in accordance with the terms set forth in the attached or specified payment schedule.

4. SCOPE AND EFFECT OF WAIVER

4.1 The waiver granted herein is a full and final release of the Claims identified in Section 2 to the maximum extent permitted by law. The waiver extends to all forms of relief, including but not limited to damages, restitution, injunction, declaratory relief, and costs.

4.2 The Releasor acknowledges and agrees that the waiver is given voluntarily, after adequate opportunity for consultation with legal counsel, and with full knowledge of the facts and legal consequences of this Waiver.

5. REPRESENTATIONS AND WARRANTIES

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

6. NO ADMISSION OF LIABILITY

It is expressly understood and agreed that this Waiver and any payments or consideration provided pursuant hereto shall not be construed as an admission of liability or wrongdoing by any party, all such liability being expressly denied.

7. INDEMNIFICATION

The Releasor agrees to indemnify and hold harmless the Releasee from and against any and all losses, claims, liabilities, damages, or expenses (including reasonable attorneys' fees) arising out of any breach of the representations or warranties made by the Releasor herein or from any Claims not expressly waived by this Waiver.

8. REMEDIES

8.1 In the event of breach of this Waiver, the non-breaching party shall be entitled to pursue all remedies available at law or in equity, including specific performance and injunctive relief.

8.2 The prevailing party in any enforcement action shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

9. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally or sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth below or to such other address as either party may designate by notice to the other:

10. GOVERNING LAW

This Waiver shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT

This Waiver constitutes 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, of the parties.

12. SEVERABILITY

If any provision of this Waiver is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that most nearly effects the parties' intent.

13. AMENDMENTS AND WAIVERS

No amendment, modification or waiver of any provision of this Waiver shall be effective unless in writing and signed by the party against whom enforcement of the amendment, modification or waiver is sought. No failure or delay by any party in exercising any right shall operate as a waiver of such right.

14. COUNTERPARTS

This Waiver may be executed in one or more counterparts, each of which when delivered shall be deemed an original and all of which together shall constitute one and the same instrument.

15. EXECUTION

The parties acknowledge that they have read this Waiver, understand its contents, and enter into it freely and voluntarily. Each party executing this Waiver affirms that the person signing on its behalf is authorized to bind that party.

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