Release Clause Agreement

RELEASE CLAUSE AGREEMENT

This Release Clause Agreement (the Agreement) is entered into as of Effective Date: by and between Releasor Name: , an entity of type Individual Corporation LLC Partnership Other , with principal address: (Releasor), and Releasee Name: , an entity of type Individual Corporation LLC Partnership Other , with principal address: (Releasee).

RECITALS

WHEREAS, Releasor asserts certain claims, demands, actions, causes of action or liabilities against Releasee arising out of or related to the matters described as: (the Dispute); and

WHEREAS, Releasee denies any liability with respect to the Dispute but desires to resolve all claims without the expense, risk, and uncertainty of continued dispute; and

WHEREAS, the parties wish to set forth the terms and conditions upon which all claims between them shall be finally settled and released.

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

1. DEFINITIONS

1.1 "Claims" means any and all actions, causes of action, suits, controversies, debts, accounts, agreements, promises, liabilities, demands, losses, costs, expenses, attorneys' fees, damages, and claims of every kind or nature, whether known or unknown, suspected or unsuspected, asserted or unasserted, whether arising in law, equity, contract, tort, statute, or otherwise.

2. RELEASE

2.1 Scope of Release. Subject to the terms of this Agreement, Releasor, for itself and for its heirs, executors, administrators, successors and assigns, hereby fully, finally and forever releases, relinquishes, and discharges Releasee, and Releasee's past and present affiliates, parents, subsidiaries, officers, directors, agents, employees, representatives, attorneys and insurers (collectively, the Released Parties), from any and all Claims that Releasor has, had, may have, or claims to have arising out of or relating to the Dispute through the Effective Date.

2.2 Known and Unknown Claims. It is the intent of the parties that this release be and remain a full and complete general release notwithstanding the subsequent discovery or existence of any additional facts or legal theories. Releasor expressly waives and relinquishes any rights under any statute or common law that would limit the effect of this release with respect to unknown claims, including any right to plead ignorance or mistake of fact as a defense to this release.

2.3 Excluded Claims. Notwithstanding the foregoing, this release shall not apply to (a) obligations or claims arising after the Effective Date; (b) claims that cannot be released as a matter of law; or (c) rights to enforce this Agreement.

3. CONSIDERATION

3.1 Consideration. In consideration for the release contained in Section 2, Releasee agrees to provide consideration to Releasor in the form set forth below, the receipt of which Releasor acknowledges as adequate and sufficient consideration for the obligations and releases set forth in this Agreement.

4. REPRESENTATIONS AND WARRANTIES

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

5. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that this Agreement is a compromise of disputed claims and shall not be construed as an admission of liability, fault, or wrongdoing by any party, all such liability being expressly denied.

6. INDEMNIFICATION

Releasor shall indemnify, defend and hold harmless the Released Parties from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Releasor's representations, warranties, covenants or obligations under this Agreement or arising from any Claims released herein that are later asserted by third parties as a result of acts or omissions of Releasor.

7. CONFIDENTIALITY

Unless required by law, the parties agree to keep the terms, amount and existence of this Agreement confidential and shall not disclose such information to any third party except to their professional advisers, insurers, or as required by law, provided that such persons agree to confidentiality obligations no less protective than those set forth herein.

8. NOTICES

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

9. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a writing 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. 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; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction agreed by the parties, without regard to conflict of law principles. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. 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 oral or written.

11. FURTHER ASSURANCES; EXECUTION

Each party shall execute and deliver such further documents and do such further acts and things as may be reasonably necessary to carry out the purposes and intent of this Agreement. The parties acknowledge that they have read and understand this Agreement and enter into it voluntarily and with full knowledge of its significance.

ACKNOWLEDGMENTS

Releasor acknowledges that Releasor has been afforded the opportunity to consult with legal counsel of Releasor's choice, that Releasor understands the terms of this Agreement, and that Releasor enters into this Agreement knowingly and voluntarily.

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