Release of Legal Money

Release of Legal Money

This Release of Legal Money (the "Release") is made effective as of by and between Payor Name: , Payor Entity Type: , with principal address: (hereafter "Payor"), and Payee Name: , Payee Entity Type: , with principal address: (hereafter "Payee"). Payor and Payee are each a "Party" and collectively the "Parties."

Recitals

WHEREAS, Payee asserts certain claims, demands or rights arising from or related to the matter described as ;

WHEREAS, funds in the aggregate amount of $ are held or controlled by Payor, an escrow agent, or a court registry and are proposed to be disbursed to Payee as a full and final disposition of certain monetary claims related to the matter; and

WHEREAS, the Parties desire to document the terms on which Payor will release such legal money to Payee and the mutual rights and obligations attendant to that disbursement.

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

1. Payment and Receipt

1.1 Payment. Payor shall disburse to Payee the sum of $ (the "Released Funds") on or before by wire transfer, check, or other method identified as: .

1.2 Receipt Acknowledgement. Upon actual receipt of the Released Funds, Payee shall execute and deliver to Payor a written receipt acknowledging full payment in accordance with this Release. Execution of that receipt shall be conclusive evidence of satisfaction and discharge to the extent set forth herein.

2. Release and Discharge

2.1 Release by Payee. In consideration of the payment of the Released Funds, and except for the obligations expressly set forth in this Release, Payee, on behalf of itself and its past and present agents, representatives, attorneys, insurers, successors and assigns, hereby fully, finally and forever releases, remises and discharges Payor and its past and present officers, directors, employees, agents, insurers, successors and assigns (collectively, the "Released Parties") from any and all claims, demands, causes of action, liabilities, obligations, losses, costs and expenses of any nature, whether known or unknown, suspected or unsuspected, contingent or fixed, that Payee had, now has, or may hereafter have against the Released Parties arising out of, relating to, or in any way connected with the matter described above through the effective date of this Release (the "Released Claims").

2.2 Waiver of Unknown Claims. Payee expressly acknowledges that it may hereafter discover facts different from or in addition to those that it now knows or believes to be true with respect to the Released Claims, and notwithstanding that possibility, it expressly waives and relinquishes any and all rights under any statute or common law principle that would otherwise limit the effect of the release of unknown claims.

3. No Admission of Liability

The Parties agree that the disbursement of funds and the execution of this Release are not and shall not be construed as an admission of liability, fault, wrongdoing, or damages by any Party, and such disbursement and Release shall not be used as evidence of liability in any proceeding except to enforce the terms of this Release.

4. Representations and Warranties

Each Party represents and warrants that: (a) it has full power and authority to enter into and perform this Release; (b) execution and delivery of this Release have been duly authorized by all necessary action; and (c) this Release constitutes a valid and binding obligation enforceable against such Party in accordance with its terms.

5. Indemnification

Payee shall indemnify, defend and hold harmless Payor and the Released Parties from and against any and all claims, demands, suits, judgments, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) resulting from any third-party claim relating to the Released Funds after disbursement, including but not limited to claims by creditors, lienholders, or taxing authorities, except to the extent such claims result from Payor's gross negligence or willful misconduct.

6. Allocation, Withholding, and Taxes

The Parties agree that Payee is solely responsible for any taxes, withholding obligations, reporting requirements, or similar liabilities arising from receipt of the Released Funds. Payor makes no representations regarding tax consequences and shall have no responsibility for Payee's tax obligations.

7. Confidentiality

Except as otherwise required by law or to enforce this Release, the Parties shall maintain the terms and existence of this Release as confidential and shall not disclose them to any third party without the prior written consent of the other Party; provided, however, that disclosures to counsel, accountants, and lenders who agree to be bound by confidentiality are permitted.

8. Notices

Notice to Payor

Notice to Payee

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested, to the addresses provided above or such other address as a Party designates in writing.

9. Governing Law; Venue

This Release 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 submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Release.

10. Miscellaneous

10.1 Entire Agreement. This Release constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

10.2 Amendments; Waiver. No amendment, modification or waiver of any provision of this Release shall be effective unless in writing and executed by both Parties. No failure or delay by a Party in exercising any right shall operate as a waiver of that right.

10.3 Severability. If any provision of this Release is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

10.4 Counterparts. This Release may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Execution and delivery of an executed counterpart by electronic facsimile or in portable document format (PDF) shall be effective as delivery of an original executed counterpart.

11. Further Assurances

Each Party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to carry out the intent of this Release.

Acknowledgment

Each Party acknowledges that it has read this Release, that it understands its terms, and that it is entering into this Release voluntarily, after having had the opportunity to consult with independent legal counsel.

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