Legal Waiver of Rights

LEGAL WAIVER OF RIGHTS

This Legal Waiver of Rights (the "Waiver") is entered into as of by and between Releasor Name: (Releasor), and Releasee Name: (Releasee).

RECITALS

WHEREAS, Releasor may have claims, demands, causes of action, suits, liabilities, obligations, or damages, whether known or unknown, suspected or unsuspected, arising out of or relating to the facts, events, acts or omissions described in the attached description of matters released; and

WHEREAS, Releasee denies liability for any such claims but desires to obtain a final and binding waiver and release from Releasor in consideration of the provision of the consideration set forth below; and

WHEREAS, the parties wish to fully and finally resolve any and all disputes, differences and potential claims between them without further litigation or proceedings.

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

1. DEFINITIONS

For purposes of this Waiver, the following terms shall have the meanings set forth below:

"Released Matters" means all claims, demands, actions, causes of action, suits, liabilities, obligations, rights, and damages of any nature, whether known or unknown, asserted or unasserted, that arise out of or relate to the matters described in the description provided by Releasor below.

2. RELEASE AND WAIVER

Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, agents, representatives, successors and assigns, hereby unconditionally and irrevocably releases and forever discharges Releasee and Releasee's officers, directors, employees, agents, affiliates, insurers, successors and assigns from any and all claims, demands, causes of action, liabilities, obligations, damages, and expenses (including attorneys' fees and costs) of any nature whatsoever, whether known or unknown, arising out of or in any way related to the Released Matters.

3. SCOPE OF WAIVER

The parties intend that this Waiver be interpreted broadly to include any and all claims that might otherwise be available at law or in equity. This Waiver includes claims for negligence, breach of contract, tort, statutory claims, and any other claim arising under federal, state or local law, except only those claims which cannot be waived as a matter of law. The waiver extends to both known and unknown claims. Releasor expressly acknowledges that Releasor is familiar with and understands California Civil Code Section 1542 (or comparable statutes in the governing jurisdiction) and knowingly waives any protections under such statutes to the extent permitted by law.

4. CONSIDERATION

The parties acknowledge that the consideration described above constitutes adequate and sufficient consideration to support the release and waiver contained herein and that such consideration is not reimbursement for any future obligations.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Waiver, that the person signing this Waiver on its behalf has been duly authorized to do so, and that this Waiver constitutes a valid and binding obligation enforceable in accordance with its terms.

6. ACKNOWLEDGMENT OF KNOWING AND VOLUNTARY WAIVER

Releasor acknowledges that Releasor has read this Waiver, understands its terms, and has had the opportunity to consult with independent legal counsel prior to executing this Waiver. Releasor acknowledges that Releasor is aware that this Waiver may affect Releasor's legal rights and enters into this Waiver knowingly, voluntarily and without coercion.

7. INDEMNIFICATION

Releasor agrees to indemnify, defend and hold harmless Releasee from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of any breach by Releasor of the representations and warranties contained herein or arising from Releasor's failure to disclose material facts related to the Released Matters.

8. DURATION

This Waiver shall be effective as of the Effective Date set forth above and shall remain in full force and effect indefinitely, except as otherwise provided by written agreement of the parties or as required by applicable law.

9. NOTICES

Any notice required or permitted to be given under this Waiver shall be in writing and shall be 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 a party may designate in writing).

10. AMENDMENT; WAIVER

This Waiver 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 Waiver shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude any other or further exercise of such right.

11. GOVERNING LAW

This Waiver shall be governed by and construed in accordance with the laws of the state whose name is inserted below without regard to its conflicts of law principles.

12. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

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

ADDITIONAL ACKNOWLEDGEMENTS

Releasor affirms that Releasor has not assigned, transferred, or encumbered any claim released by this Waiver and that Releasor has full authority to release the claims described herein. Releasor further acknowledges that no promise or inducement has been made except as set forth herein.

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