Release and Suspension Agreement

RELEASE AND SUSPENSION AGREEMENT

This Release and Suspension Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Releasor engaged Releasee to perform certain services described herein and payment and performance obligations have been incurred in connection with such services; and

WHEREAS, the parties desire to resolve and release certain claims and to set forth the terms under which Releasee may suspend performance, and the conditions for reinstatement of services, without admission of liability.

WHEREAS, in consideration of the mutual promises and covenants set forth in this Agreement, the parties agree as follows.

SCOPE OF WORK

Description of services, obligations and any deliverables to which this Agreement applies:

PAYMENT TERMS

Releasor shall pay Releasee the sum of as full consideration for the matters released and for services rendered under this Agreement.

Late payments shall incur a late fee of per month on the overdue balance. Interest and fees will accrue from the due date until paid. Any suspension of services for nonpayment shall not relieve Releasor of payment obligations that accrued prior to suspension.

RELEASE OF CLAIMS

In consideration of the payment and promises set forth herein, Releasor hereby irrevocably and unconditionally releases and forever discharges Releasee and its affiliates, officers, employees, agents and successors from any and all claims, demands, actions, causes of action, liabilities and liabilities of any kind, whether known or unknown, arising out of or related to the services performed through the Effective Date of this Agreement.

This release expressly includes without limitation all claims for breach of contract, negligence, statutory claims, and any claims for consequential, exemplary or punitive damages to the extent permitted by law.

SUSPENSION OF SERVICES

Releasee shall have the right to suspend performance of services upon the occurrence of any of the following events: (a) Releasor's failure to make payment when due; (b) Releasor's material breach of this Agreement after notice and the expiration of the notice cure period; or (c) any event or condition that, in Releasee's reasonable judgment, creates an undue risk of harm or nonpayment.

Prior to suspension for breaches other than nonpayment, Releasee shall provide written notice to Releasor specifying the breach and providing days to cure. For nonpayment, Releasee may suspend services following days' prior notice.

During any suspension, Releasor shall remain obligated to pay all amounts that accrued prior to suspension and any reasonable costs incurred by Releasee to effectuate suspension and safe storage of work product. Reinstatement of services is conditioned upon payment in full of outstanding amounts and satisfaction of any reasonable reinstatement conditions imposed by Releasee.

TERM AND TERMINATION

Term commencement date: . Term end date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Termination does not relieve Releasor of any payment obligations accrued prior to termination.

CONFIDENTIALITY

The parties acknowledge that in the course of performance they may disclose Confidential Information. "Confidential Information" means nonpublic information disclosed in connection with this Agreement. Each party shall hold Confidential Information in strict confidence, use it solely to perform under this Agreement, and not disclose it to third parties except as compelled by law or with prior written consent of the disclosing party.

Confidentiality obligations shall survive termination of this Agreement for a period of years.

INDEMNIFICATION

Releasor shall indemnify, defend and hold harmless Releasee from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Releasor's breach of this Agreement, willful misconduct, or negligence. Releasee shall promptly notify Releasor of any claim for which indemnity is sought and shall allow Releasor to control the defense and settlement of such claim, provided that Releasee may participate with counsel at its own expense.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement, that the person executing this Agreement on its behalf is duly authorized, and that this Agreement constitutes a binding obligation enforceable in accordance with its terms.

NO ADMISSION; CONSIDERATION

The parties agree that this Agreement is not an admission of liability by any party. Releasor acknowledges receipt of the consideration described in Payment Terms and acknowledges that such consideration is fair and adequate.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in the county of the governing state unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, supersedes all prior and contemporaneous agreements and understandings, and may be amended only by a writing signed by both parties. If any provision of this Agreement is held unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the remainder of this Agreement shall remain in full force and effect.

MISCELLANEOUS

The parties acknowledge that they have read this Agreement, understand its terms, and that the individuals signing below are authorized to bind their respective parties. Titles and headings are for convenience only and do not affect interpretation.

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