Payment Waiver Form

PAYMENT WAIVER AGREEMENT

This Payment Waiver Agreement (the "Agreement") is entered into as of Effective Date: by and between Creditor Name: and Debtor Name: . Creditor and Debtor are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Creditor issued one or more invoices or claims for payment arising from goods sold or services rendered in the aggregate amount of Original Amount: (the "Original Debt"), including invoices identified by Invoice/Claim Reference(s): ; and

WHEREAS, the Parties desire to resolve certain outstanding payment obligations without admission of liability and to set forth the terms upon which Creditor will waive a portion or all of the Original Debt in consideration of the terms set forth below.

SCOPE OF WORK / BACKGROUND

PAYMENT TERMS AND WAIVER

1. Waiver Type: Creditor hereby elects the following waiver option (check one):

Full waiver of stated debt Partial waiver of stated debt

2. Waiver Amount and Consideration: In consideration of the Debtor's performance under this Agreement, Creditor agrees to waive the sum of Waiver Amount: . Debtor acknowledges receipt of consideration valued at Consideration Description: and/or Consideration Amount: .

3. Payment Schedule for any remaining balance (if partial waiver):

4. Late Payment: Any undisputed amounts not paid by the applicable due date shall accrue a late fee of Late Fee: and may bear interest to the extent permitted by law.

5. Conditions of Waiver: The waiver provided herein shall be effective only upon Debtor's full compliance with the payment schedule and other express conditions stated in this Agreement. Failure to comply shall, at Creditor's election, render the waiver null and void and restore Creditor's right to recover the Original Debt reduced only by any amounts actually paid.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for material breach by providing written Notice Period (days): days' prior written notice to the other Party. Termination does not relieve either Party of obligations accrued prior to termination.

CONFIDENTIALITY

The Parties acknowledge that the terms of this Agreement and any settlement amounts are Confidential Information. Neither Party shall disclose Confidential Information to any third party except as required by law or with the prior written consent of the other Party. The foregoing shall not prohibit a Party from disclosing to its attorneys, accountants, or financial advisors who have a need to know and are bound by confidentiality obligations.

REPRESENTATIONS, RELEASES AND LIMITATIONS

Each Party represents and warrants that it has full authority to enter into this Agreement and that this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms. Creditor's waiver is not an admission of liability. Upon satisfaction of the conditions set forth herein, Creditor releases Debtor from those obligations specifically described as released in this Agreement; however, any obligations that are not expressly released remain enforceable.

Debtor agrees to indemnify and hold harmless Creditor from any claims, costs, or liabilities arising from Debtor's breach of this Agreement or from Debtor's representations that prove to be false.

GOVERNING LAW; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of law principles. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by both Parties.

ACKNOWLEDGMENT

Each Party acknowledges that it has read and understands this Agreement, that it has had an opportunity to seek independent legal advice, and that it enters into this Agreement voluntarily and with full knowledge of its legal consequences.

By checking the box below, the signing representative affirms authority to bind the Party to this Agreement:

I affirm I have authority to execute this Agreement on behalf of the Party named above.

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