LLC General Release Agreement

LLC General Release Agreement

This General Release Agreement (the "Agreement") is made effective as of Effective Date: , by and between Releasor Name: , whose address is Releasor Address: (\"Releasor\"), and Releasee LLC Name: , a limited liability company formed under the laws of State of Formation: , with principal place of business at Releasee Address: (\"Releasee\").

Recitals

WHEREAS, Releasor has asserted, or may assert, claims, demands, causes of action, or liabilities of any nature, whether known or unknown, against Releasee arising out of events, acts, omissions, obligations or transactions that occurred prior to the Effective Date; and

WHEREAS, Releasee denies any liability with respect to such claims but desires to resolve and settle any and all disputes and potential disputes between the parties without the burden, expense and uncertainty of litigation; and

WHEREAS, Releasor is willing to execute this Agreement in consideration of the payments, promises and mutual covenants set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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 Agreement, the following terms shall have the meanings set forth below. "Claim" or "Claims" means any and all actions, causes of action, suits, claims, counterclaims, demands, obligations, liabilities, losses, damages, remedies, or rights of any kind, whether at law or in equity, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, that arise prior to the Effective Date and that relate to the matters described in the Recitals. "Released Parties" means Releasee and its current and former members, managers, officers, directors, employees, agents, attorneys, predecessors, successors and assigns, and any affiliate, parent or subsidiary thereof.

2. Release by Releasor

Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, agents, representatives, successors and assigns, hereby fully and forever releases, acquits and discharges the Released Parties from any and all Claims that the Releasor has, had, or may have had against any of the Released Parties, whether known or unknown, asserted or unasserted, contingent or fixed, through the Effective Date. This release expressly includes, without limitation, all claims arising under contract, tort, statute, regulation, common law or any other legal theory.

3. Exclusions from Release

Notwithstanding the foregoing, this Agreement does not release (a) any rights or claims that cannot be lawfully released by private agreement, (b) any rights to enforce this Agreement, or (c) any rights or claims arising after the Effective Date. Additional exceptions, if any, are described below.

4. Consideration

In exchange for the promises and releases contained in this Agreement, Releasee shall provide the following consideration to Releasor:

5. Representations and Warranties

Releasor represents and warrants that Releasor has full power, authority, and capacity to execute and deliver this Agreement and to perform its obligations hereunder; that Releasor has read and understands this Agreement; and that Releasor has consulted with legal counsel or has voluntarily chosen not to do so. Releasor further represents that Releasor has not assigned or transferred any Claim released in this Agreement to any third party.

6. No Admission of Liability

The parties acknowledge and agree that this Agreement is a compromise and settlement of disputed claims and that neither the making of this Agreement nor the furnishing of consideration hereunder shall be construed as an admission of liability or wrongdoing by Releasee.

7. Indemnification

Releasor agrees to indemnify, defend and hold harmless the Released Parties from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any claim by a third party based upon facts that would be released by this Agreement or any breach of Releasor's representations, warranties or covenants contained herein.

8. Cooperation

Each party shall execute and deliver such further documents and take such further actions as may be reasonably required to effectuate the purposes of this Agreement, including but not limited to giving truthful declarations, providing reasonable records, and assisting in the resolution of related matters.

9. Taxes

Releasor acknowledges and agrees that Releasor shall be solely responsible for the reporting and payment of any federal, state or local taxes attributable to the consideration received pursuant to this Agreement, and that Releasee makes no representation or warranty regarding the tax treatment of such consideration.

10. Confidentiality

The parties agree that the terms and existence of this Agreement shall be confidential and shall not be disclosed to any third party except to the extent required by law, to the parties' respective legal and financial advisors, or as necessary to enforce the terms of this Agreement. If disclosure is required by law, the disclosing party shall provide prompt notice to the other party to permit a reasonable opportunity to seek protective measures.

11. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, 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 by notice in accordance with this Section.

12. Amendments; Waiver

No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. The failure of any party to enforce any provision of this Agreement on one occasion shall not be deemed a waiver of such provision or affect the right to enforce such provision on any other occasion.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

14. Entire Agreement; Severability; Counterparts

This Agreement 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, oral or written. If any provision of this Agreement is determined to be invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall continue in full force and effect. This Agreement 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.

15. Further Assurances

Each party agrees to execute and deliver such further instruments and to take such further actions as may be reasonably necessary to carry out the intent and purpose of this Agreement.

16. Representations Regarding Knowledge of Terms

Releasor acknowledges that Releasor has read this Agreement, fully understands its terms, and enters into this Agreement voluntarily and without any duress or undue influence. Releasor further acknowledges that Releasor has had the opportunity to consult with independent legal counsel prior to executing this Agreement.

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