Property Release Agreement

PROPERTY RELEASE AGREEMENT

This Property Release Agreement (the "Agreement") is made as of Effective Date: by and between Releasor Name: with a principal address at and Releasee Name: with a principal address at .

Recitals

WHEREAS, Releasor is the current lawful owner or lawful possessor of certain tangible and/or intangible property described below and has the exclusive legal right to convey, assign, or release all claims to such property; and

WHEREAS, Releasee desires to receive from Releasor a full and final release of rights, title, interest, and claims in and to the property described herein, and Releasor is willing to grant such release subject to the terms and consideration set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms by which Releasor irrevocably releases and transfers any right, title, interest, and claim in the property to Releasee to resolve all potential disputes related to the property.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Property

1.1 Description. The property that is the subject of this Agreement (the "Property") is described with particularity as follows:

1.2 Included Items. The Property includes all physical items, documents, data, intellectual property, title, rights, and any appurtenances specifically listed above and any replacements or proceeds thereof.

2. Release

2.1 Scope of Release. Subject to the terms and conditions of this Agreement, Releasor hereby irrevocably and unconditionally releases, acquits, and forever discharges Releasee and its agents, representatives, successors and assigns from any and all claims, demands, suits, actions, causes of action, liabilities, obligations, liens, rights and remedies, whether known or unknown, suspected or unsuspected, arising out of, relating to, or connected with the Property up to and including the Effective Date.

2.2 Non-Exclusive Remedies. The parties acknowledge that this Release is intended to be final and complete as to the matters released and that Releasor shall have no entitlement to further claims against Releasee with respect to the released matters.

3. Consideration

3.1 Consideration. In consideration for the release and transfers set forth in this Agreement, Releasee shall provide to Releasor the following (check applicable and describe):

3.2 Receipt. Releasor acknowledges receipt of the stated consideration, which is deemed adequate and sufficient consideration for the obligations and releases herein.

4. Representations and Warranties

4.1 Releasor represents and warrants to Releasee that:

(a) Releasor is the lawful owner of the Property, has full right, power and authority to enter into this Agreement and to grant the release and transfer provided for herein and no other person or entity has any right, title or claim that would prevent Releasor from effecting the release contemplated by this Agreement.

(b) To Releasor's knowledge, other than as disclosed in Section 4.2 below, the Property is free and clear of all liens, encumbrances, security interests and restrictions which would impair the transfer or give rise to third-party claims.

5. Indemnification

5.1 Releasor shall indemnify, defend and hold harmless Releasee and its officers, directors, employees, agents, successors and assigns from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and court costs) arising out of any breach of Releasor's representations or warranties set forth in this Agreement or any claim by a third party asserting rights in or to the Property that contradict the releases granted herein.

6. Further Assurances; Delivery

6.1 Releasor agrees, at Releasor's expense, to execute and deliver such other instruments and to take such further actions as may be reasonably necessary to effectuate the intent and purpose of this Agreement, including transfer documents, bills of sale, assignments, or consents.

6.2 Transfer and delivery of physical items, documents, or electronic files constituting the Property shall occur on or before , unless the parties agree otherwise in writing.

7. Confidentiality

7.1 The parties acknowledge that certain information included with the Property may be confidential. Except as required by law or as necessary to enforce this Agreement, neither party shall disclose confidential information of the other party without prior written consent.

8. Notices

8.1 All notices, requests, consents, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed given when delivered personally or sent by certified mail, return receipt requested, or by nationally recognized overnight courier to the addresses set forth below (or to such other address as either party may designate by notice to the other).

9. Amendments; Waiver; Counterparts

9.1 This Agreement may only be amended or modified by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is asserted. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. Governing Law; Entire Agreement; Severability

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties at the time of execution. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising hereunder.

10.2 Entire Agreement. 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, whether oral or written.

10.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.

Miscellaneous

11.1 Headings. Headings in this Agreement are for convenience only and shall not affect its interpretation. 11.2 Construction. The parties acknowledge that each party and its counsel have reviewed and negotiated this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied.

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