Release and Settlement Agreement

RELEASE AND SETTLEMENT AGREEMENT

(Potential Litigation before Suit)

THIS RELEASE AND SETTLEMENT AGREEMENT (the "Agreement") is executed effective as of , 20 , by and between, , referred to herein as “Released Party” and , referred to as the "Claimant."

WHEREAS, certain disputes or claims have arisen between the Claimant and the Released Party, including the following:

(a) Describe Claims and Disputes

(b) Such other claims arising out of a dispute/claim occurring on the day of , 20 .

WHEREAS, the parties hereto have finally agreed to fully settle all such claims against the Released Party and other matters upon the terms stated herein.

NOW THEREFORE, for value received, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Terms of Settlement. Subject to the conditions hereinafter set forth, and in exchange for the payment of (the "Settlement Payment") to be paid as hereinafter provided, the Released Party and the Claimant agree as follows:

a. Releases. (i) Release of Released Party. Simultaneously with the receipt of the Settlement Payment, the Claimant agrees to execute and deliver the release attached as Exhibit “A” hereto and made a part hereof:

(a) Forever releasing and discharging the Released Party, his/her/their respective officers, directors, stockholders, agents, employees, subsidiaries, affiliates, successors, heirs, personal representatives, and assigns (collectively, the "Released Persons” or “Released Party") from any and all claims, actions, causes of actions, and demands of the Claimant, whether known or unknown, accrued or unaccrued, rising out of or in any way relating to the above described Claim or dispute, including, without limitation, all damages, obligations, liabilities, costs and expenses incurred or otherwise suffered by the Claimant in connection therewith; and

(b) Compromise of Claims. The parties acknowledge that this is a compromise settlement of the claims against the Released Party, and that this Settlement Agreement is being entered into to avoid the potential expense and inconvenience of litigation. The Released Party in no way admits any liability with respect to the foregoing and in fact, expressly denies any liability with respect thereto. In no event shall anything contained herein be construed as an admission of liability on the part of any of the parties hereto.

(c) Full and Complete Settlement. The Claimant acknowledges that the consideration described herein is paid and received in full and complete settlement and satisfaction of all of the aforesaid claims, actions, causes of action, demands, damages, costs and expenses which they may have against the Released Persons. This Settlement Agreement is entered into freely and voluntarily by the parties with the approval and advice of counsel. No suit shall be filed on the above described claim or dispute, after the execution of this agreement.

2. Representations and Warranties. If the Released Party is a corporation, the Released Party, represents and warrants to the Claimant as follows:

a. The execution, delivery and performance of this Settlement Agreement by has been duly authorized by all necessary action.

b. The Settlement Agreement has been duly executed and delivered by the and constitutes the legal, valid and binding obligation of the corporation enforceable against in accordance with the terms hereof.

3. Confidentiality of Agreement. Except as otherwise required by law or agreed to in this Agreement, each party covenants and agrees not to disclose to third parties the terms of this Settlement Agreement.

4. Miscellaneous

a. Binding Effect and Benefit. This Settlement Agreement shall inure to the benefit of the parties hereto and the other Released Persons, and shall be binding upon, the parties hereto, and their respective heirs, executors, administrators, personal representatives, successors and assigns.

b. Modification. No provision contained herein may be modified, amended or waived except by written agreement or consent signed by the party to be bound thereby.

c. Headings and Captions. Subject headings and captions are included for convenience purposes only and shall not affect the interpretation of this Settlement Agreement.

d. Gender and Number. Throughout this Settlement Agreement, the masculine shall include the feminine and neuter and the singular shall include the plural and vice versa as the context requires.

e. Entire Agreement. This document together with all exhibits and schedules referred to herein constitutes the entire agreement of the parties and supersedes any and all other prior agreements, oral or written, with respect to the subject matter contained herein.

f. Governing Law. This Settlement Agreement shall be subject to and governed by the laws of the State of .

g. Counterparts. This Settlement Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

h. Expenses. Each party shall pay its own respective legal and other professional fees and other expenses incurred in connection with the matters addressed herein.

IN WITNESS WHEREOF, the undersigned has executed this Settlement Agreement effective as of the day and year aforesaid.

EXHIBIT "A"

RELEASE

KNOW ALL ME BY THESE PRESENTS:

That I/we, , for and in consideration of the payment to me of Dollars ($ ), the receipt and sufficiency of which is hereby acknowledged, do hereby release and forever discharge , his/her/their agents, servants, employees, successors and assigns, and their respective heirs, personal representatives, affiliates, successors and assigns, and any and all persons, firms or corporations liable or who might be claimed to be liable, whether or not herein named, none of whom admit any liability to the undersigned, but all expressly denying liability, from any and all actions, causes of action, claims and demands which I now have or may hereafter have, arising out of or in any way relating to any and all injuries and damages of any and every kind, to both person and property, and also any and all injuries and damages that may develop in the future, as a result of or in any way relating to the following: .

It is understood and agreed that this payment is made and received in full and complete settlement and satisfaction of the aforesaid actions, causes of action, claims and demands; that this Release contains the entire agreement between the parties; and that the terms of this Agreement and contractual and not merely a recital. Furthermore, this Release shall be binding upon the undersigned, and his respective heirs, executors, administrators, personal representatives, successors and assigns. This Release shall be subject to and governed by the laws of the State of .

This Release has been read and fully understood by the undersigned and has been explained to me.

EXECUTED this day of , , 20 .