Mutual Release Agreement

MUTUAL RELEASE AGREEMENT

This Mutual Release Agreement (the "Agreement") is entered into as of by and between Party A: , an entity of type with principal place of business at , and Party B: , an entity of type with principal place of business at .

RECITALS

WHEREAS, Party A and Party B (each, a "Party" and collectively, the "Parties") have had disputes, claims, controversies, or differences arising out of or related to certain transactions, conduct, contracts, or interactions between them, including but not limited to the matters described in the attached statement of claims;

WHEREAS, the Parties desire to avoid the uncertainty, expense, and burden of further dispute and litigation and wish to settle and finally resolve all disputes, claims, causes of action, demands, and liabilities that exist or may exist between them, whether known or unknown, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to effect a complete mutual release and discharge of all claims as set forth below without admission of liability by either Party.

NOW, THEREFORE, in consideration of the mutual promises, covenants and releases 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 following meanings:

"Released Claims" means any and all claims, causes of action, demands, obligations, damages, losses, liabilities, costs, expenses (including attorneys' fees), acts, omissions, and rights of any kind whatsoever, whether arising in contract, tort, statute or otherwise, that each Party may have had, now has, or hereafter may have against the other Party based on any events, transactions or occurrences existing or occurring through the Effective Date, whether known or unknown, suspected or unsuspected, contingent or non-contingent, except as expressly reserved in Section 3. The Parties have described material disputed matters and specific claims below:

2. MUTUAL RELEASE

Subject to the terms and conditions of this Agreement, each Party, on behalf of itself and its past and present officers, directors, shareholders, members, partners, agents, employees, insurers, successors and assigns, hereby fully and forever releases, acquits and discharges the other Party and its past and present officers, directors, shareholders, members, partners, agents, employees, insurers, successors and assigns from and with respect to the Released Claims.

3. EXCEPTIONS TO RELEASE

The releases set forth in Section 2 shall not apply to (a) claims arising after the Effective Date; (b) claims for breach of this Agreement; (c) claims to enforce this Agreement; or (d) claims that cannot be waived as a matter of law. Any claim expressly reserved must be identified below:

4. CONSIDERATION

In exchange for the mutual releases and covenants set forth in this Agreement, the Parties agree the consideration to be provided is as follows:

Payment or other consideration to be delivered by Party A to Party B:

Payment or other consideration to be delivered by Party B to Party A:

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has the full power, authority and legal right to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate or other action; and (c) this Agreement constitutes a valid, binding and enforceable obligation of such Party, enforceable against it in accordance with its terms.

6. NO ADMISSION OF LIABILITY

The Parties acknowledge and agree that this Agreement is a compromise of disputed claims and that neither this Agreement nor any payment or other consideration provided pursuant hereto shall be construed as an admission of liability, wrongdoing or fault by any Party, all such liability being expressly denied.

7. CONFIDENTIALITY

Except as may be required by law or as otherwise agreed in writing, the Parties agree to keep the terms, amount and existence of this Agreement confidential and not to disclose such information to any third party. Either Party may disclose the terms of this Agreement to its accountants, legal counsel, insurers, and potential purchasers or investors provided such persons agree to be bound by confidentiality obligations no less protective than those contained herein.

8. INDEMNIFICATION

Each Party agrees to indemnify, defend and hold harmless the other Party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from any breach of the representations, warranties or covenants contained in this Agreement.

9. COOPERATION AND FURTHER ASSURANCES

Each Party agrees to execute and deliver such further documents and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement, including providing reasonable cooperation in any filings, dismissals, or other procedural steps required to effectuate the releases and dismissals contemplated herein.

10. TAXES

Each Party shall be responsible for its own tax liabilities, if any, arising from consideration received under this Agreement unless otherwise required by applicable law. If any Party is required to withhold taxes from amounts payable under this Agreement, such Party shall provide the other Party with appropriate documentation of tax withholding.

11. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below (or to such other address as either Party may designate by notice in writing in accordance with this Section):

12. AMENDMENT; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument executed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. No failure or delay by either Party in exercising any right shall operate as a waiver of such right.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

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. Signatures exchanged by electronic means, including facsimile or portable document format (PDF), shall be deemed binding for all purposes.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state whose name is provided below, without regard to its conflict of law principles:

15. ENTIRE AGREEMENT

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, warranties and understandings, whether written or oral, relating to such subject matter.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if not so modifiable, severed from this Agreement, and the remaining provisions shall remain in full force and effect.

17. SURVIVAL

The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement, including Sections 2, 5, 6, 7, 8, 11, 14, 15 and 16, shall survive such termination or expiration.

18. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect interpretation. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that a Party may assign this Agreement in connection with a merger, consolidation or sale of substantially all of its assets.

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