Miscellaneous Release Packet

MISCELLANEOUS RELEASE PACKET

This Miscellaneous Release Packet (the "Agreement") is made and entered into by the parties identified below as of the Effective Date set forth herein.

Parties and Identifying Information

Effective Date:

WHEREAS Recitals

WHEREAS, Releasor and Releasee previously entered into discussions and/or transactional arrangements concerning certain services, goods, or obligations described below; and

WHEREAS, the parties desire to settle, compromise, release, and finally resolve any and all disputes, claims, demands, causes of action, or liabilities arising out of or related to those matters in exchange for the consideration and terms set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement constitute a full and final resolution of all such matters and that each party assume certain obligations and provide certain releases as set forth herein.

Scope of Work / Description of Matters Released

Release and Waiver

In consideration of the promises and consideration set forth in this Agreement, Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, agents, successors and assigns, hereby fully and forever releases and discharges Releasee and Releasee's affiliates, officers, directors, employees, agents, insurers and representatives from any and all claims, demands, actions, causes of action, liabilities, obligations, losses, damages and expenses (including reasonable attorneys' fees) whether known or unknown, suspected or unsuspected, asserted or unasserted, arising out of or related to the matters described in the Scope of Work.

Releasor expressly waives the benefits of any statute or rule that would limit the scope of a general release of unknown claims to the extent permitted by law.

Payment Terms

Consideration: Releasor agrees to provide the following consideration to Releasee as full settlement and consideration for the releases herein.

Late Payment: A late fee of will apply to any installment not paid within days of its due date.

Term and Termination

This Agreement shall commence on the Start Date and shall remain in effect until the obligations set forth herein are fully performed, unless earlier terminated as provided below.

Start Date:    End Date (if applicable):

Either party may terminate this Agreement for material breach of its terms if the breaching party fails to cure such breach within the notice period set forth above. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

The parties acknowledge that certain information exchanged in connection with this Agreement may be confidential. Each party agrees not to disclose Confidential Information of the other party to any third party except as required by law or with the prior written consent of the disclosing party. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (b) was known to the receiving party prior to its disclosure; or (c) is independently developed by the receiving party without use of or reference to the Confidential Information.

I acknowledge that I have read and understand the confidentiality provisions above.

Representations, Indemnification, and Remedies

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement. Releasor agrees to indemnify, defend and hold harmless Releasee from and against any claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from any breach of Releasor's representations or from Releasor's negligent or willful acts related to the matters released herein.

The remedies available to the parties under this Agreement are cumulative and in addition to any other remedies available at law or in equity.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction indicated below without regard to conflict of laws principles. Any dispute arising from or relating to this Agreement shall be resolved by the courts located in that jurisdiction, and the parties hereby submit to the exclusive jurisdiction and venue of those courts.

Entire Agreement; Modification

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

Acknowledgement and Certification

By signing below, each signatory certifies that they are authorized to execute this Agreement on behalf of the party for whom they sign, that they have read and understand all terms, and that they enter into this Agreement voluntarily and without duress.

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