Release of Claims Settlement Agreement

RELEASE OF CLAIMS SETTLEMENT AGREEMENT

This Release of Claims Settlement Agreement (the "Agreement") is entered into as of by and between Claimant Name: whose address is (the "Claimant"), and Releasee Name: whose address is (the "Releasee"). Claimant and Releasee are sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Claimant asserts certain claims, demands, causes of action and liabilities, whether known or unknown, fixed or contingent, arising out of or related to the matter described as:

WHEREAS, the Parties desire to fully and finally settle and resolve all claims between them without admission of liability and to avoid the expense, uncertainty and delay of litigation; and

WHEREAS, the Parties have negotiated the terms of settlement and desire to memorialize the same in this Agreement pursuant to the mutual promises and covenants set forth below.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. SETTLEMENT CONSIDERATION

1.1 Payment. In full and final settlement of all Claims (as defined below), Releasee shall pay Claimant the total gross sum of $ (the "Settlement Amount"), subject to the terms below.

1.2 Payment Date. The Settlement Amount shall be paid in full on or before . Timing of payment is of the essence.

2. RELEASE BY CLAIMANT

2.1 Definitions. For purposes of this Agreement, "Claims" means any and all claims, demands, rights, causes of action, liabilities, obligations, damages, losses, costs, expenses, attorney fees, or suits of whatever kind or nature, whether known or unknown, suspected or unsuspected, asserted or unasserted, that Claimant has or may have against Releasee arising out of or relating to the facts, acts, omissions, transactions or occurrences described in the Claims Description above, occurring on or prior to the Effective Date of this Agreement.

2.2 Release. In consideration of the Settlement Amount, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, successors and assigns, hereby fully and finally releases, waives, and forever discharges Releasee and Releasee's past and present officers, directors, employees, agents, insurers, attorneys, affiliates, successors and assigns (collectively, the "Releasee Parties") from any and all Claims, whether legal, equitable, statutory or administrative, known or unknown, which relate in any way to the subject matter described in the Claims Description above, arising on or prior to the Effective Date.

2.3 Scope. The Release includes, without limitation, any claims for personal injury, property damage, emotional distress, wage or hour disputes, discrimination, retaliation, wrongful termination, contract, tort, statutory penalties, or any other civil or administrative claim, to the fullest extent permitted by law.

3. MUTUAL RELEASE OPTION

3.1 Mutual Release Election. The Parties may elect to make the releases mutual by checking the box below. If the box is checked, both Parties shall release one another as set forth in this Section.

Mutual release elected

3.2 If mutual release is elected, Releasee, on behalf of Releasee and Releasee's heirs, executors, administrators, successors and assigns, hereby fully and finally releases, waives, and forever discharges Claimant and Claimant's past and present officers, directors, employees, agents, insurers, attorneys, affiliates, successors and assigns from any and all Claims arising on or prior to the Effective Date.

4. REPRESENTATIONS AND WARRANTIES

4.1 Authority. Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, that no other person's consent is required, and that the person signing on behalf of each Party is authorized to bind that Party.

4.2 No Assignment. Each Party represents that it has not assigned, transferred, or conveyed to any person any right or interest in the Claims or defenses released herein, and that Claimant is the sole owner of any Claims being released.

5. CONFIDENTIALITY

5.1 Confidential Terms. Except as required by law or as set forth below, the Parties agree to keep the terms, amount, and existence of this Agreement strictly confidential. Disclosure to legal, financial or tax advisors is permitted provided such advisors agree to maintain confidentiality.

6. NO ADMISSION OF LIABILITY

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

7. TAXES

7.1 Tax Responsibility. Each Party shall be solely responsible for any taxes or reporting obligations arising from the payments or benefits provided under this Agreement. Claimant acknowledges that Releasee has not provided tax advice and Claimant is encouraged to consult with tax counsel if necessary.

8. REPRESENTATION BY COUNSEL

8.1 Each Party represents that it has had the opportunity to consult with counsel of its choice and that it enters into this Agreement voluntarily and with full knowledge of its rights and obligations.

9. REPRESENTATIONS OF NO FURTHER CLAIMS; FURTHER ASSURANCES

9.1 Except as expressly provided in this Agreement, Claimant covenants and warrants that Claimant will not initiate, maintain, or assist in any claim, suit, or other proceeding covered by this release. Each Party agrees to execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the intent of this Agreement.

10. NOTICES

10.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party designates by written notice to the other Party.

11. ENFORCEMENT; ATTORNEYS' FEES

11.1 Breach. If a Party breaches a material provision of this Agreement, the non-breaching Party shall be entitled to seek all available remedies at law or in equity, including specific performance and injunctive relief.

11.2 Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs.

12. MISCELLANEOUS

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to choice-of-law rules. The Parties submit to the exclusive jurisdiction of the courts located in the county designated below for any action relating to this Agreement.

12.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

12.4 Amendments and Waiver. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both Parties. No waiver by any Party of any breach will be deemed a waiver of any subsequent breach.

12.5 Counterparts. 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 delivered by electronic or facsimile copy shall be deemed originals for all purposes.

REPRESENTATIVE CONTACTS

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