Legal Withdraw Document

LEGAL WITHDRAW DOCUMENT

This Legal Withdraw Document (this "Agreement") is entered into as of Effective Date: by and between Withdrawing Party: and Remaining Party: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties entered into certain agreement(s) or participated in matter identified as: (the "Matter"); and

WHEREAS, the Withdrawing Party desires to withdraw from the Matter and to terminate certain rights and obligations set forth in the Matter, and the Remaining Party is willing to accept such withdrawal subject to the terms and conditions of this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth the terms, releases, and procedures by which the Withdrawing Party will cease participation and by which the Parties will resolve their respective claims and obligations arising from or related to the Matter.

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

1. WITHDRAWAL

1.1 Withdrawal and Effective Date. The Withdrawing Party hereby withdraws from the Matter and relinquishes all rights, duties, and authorities related to participation in the Matter, effective as of Withdrawal Effective Date: (the "Withdrawal Effective Date").

1.2 Scope of Withdrawal. The withdrawal applies to the following scope and activities:

2. RELEASE AND RESERVATION OF RIGHTS

2.1 Release by Withdrawing Party. Subject to the express exceptions in this Agreement, the Withdrawing Party hereby releases and forever discharges the Remaining Party and its agents, affiliates, successors and assigns from all claims, demands, liabilities, obligations, and causes of action accruing through the Withdrawal Effective Date that arise out of or relate to the Matter.

2.2 Reservation of Claims. Notwithstanding Section 2.1, the Withdrawing Party expressly reserves any claims that cannot be released as a matter of law or that are specifically enumerated here:

3. CONSIDERATION

3.1 Consideration. In consideration for the withdrawal and releases herein, the Parties agree the consideration provided is: .

3.2 Payment Terms. If monetary consideration is payable, the amount and payment terms are: Amount: ; Payable by: ; Payment due: .

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, executed and delivered and constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms; and (c) the execution and performance of this Agreement does not violate any material agreement or law applicable to such Party.

5. CONFIDENTIALITY

The Parties agree that the terms and existence of this Agreement are confidential and shall not be disclosed to third parties except as required by law or to professional advisors on a need-to-know basis who are bound to maintain confidentiality. Any permitted disclosure shall be limited to the minimum necessary information.

6. INDEMNIFICATION

The Withdrawing Party shall indemnify, defend and hold harmless the Remaining Party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of claims attributable to acts or omissions of the Withdrawing Party occurring prior to the Withdrawal Effective Date, except to the extent such claims result from the gross negligence or willful misconduct of the Remaining Party.

7. NOTICES

Notices to Withdrawing Party

Notices to Remaining Party

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth above or as otherwise designated in writing by a Party.

8. AMENDMENT; WAIVER; COUNTERPARTS

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 of such right. This Agreement may be executed in counterparts and delivered by electronic transmission; each counterpart shall be deemed an original and all counterparts together constitute one instrument.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: , without regard to principles of conflict of laws. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10. MISCELLANEOUS

10.1 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except to a successor in interest to substantially all of its business or assets.

10.2 Execution and Authority. Each Party represents that the individual signing on its behalf is duly authorized to execute and deliver this Agreement and to bind that Party to the terms of this Agreement.

10.3 Withdrawal With Prejudice. Check if this withdrawal is intended to operate with prejudice (if unchecked, withdrawal shall be without prejudice except as otherwise stated):

ACKNOWLEDGMENT

Each Party acknowledges that it has read this Agreement, understands its contents, had the opportunity to consult with counsel of its choice, and agrees to be bound by its terms.

Sign Now