Release of Liability Exchange Form

RELEASE OF LIABILITY EXCHANGE FORM

Parties and Transaction Reference

Transaction Reference Number:    Effective Date:    Location of Exchange:

WHEREAS Recitals

WHEREAS, Exchanging Party A is the lawful owner of certain items described below and wishes to transfer possession and limited title rights to Exchanging Party B in exchange for consideration agreed between the parties; and

WHEREAS, Exchanging Party B is willing to receive the items from Party A and to transfer to Party A the items described below or consideration as specified in this instrument; and

WHEREAS, the parties intend by this Release of Liability Exchange Form to define the scope of the exchange, allocate risk, document consideration and payment terms, and provide mutual releases and indemnities as set forth herein.

Scope of Exchange

Payment Terms

Consideration Amount:

Late Payment Fee:    Collection Costs Recoverable by Prevailing Party:

Term and Termination

Term Commencement Date:    Term Expiration Date (if any):

Termination on Notice: Either party may terminate this Exchange upon written notice to the other party delivered not less than prior to the intended termination date, except that termination shall not relieve either party of obligations incurred prior to termination.

Representations, Warranties and Condition of Items

Each party represents and warrants that it is the lawful owner of the item(s) it transfers, that the item(s) will be transferred free and clear of all liens and encumbrances, and that no third-party consents are required to effectuate the transfer. Each party further warrants that to its knowledge the item(s) are in the condition described above at the time of exchange.

Exchanging Party A warrants:    Exchanging Party B warrants:

Release, Indemnification and Acknowledgment of Risk

To the fullest extent permitted by law, each party, on behalf of itself, its agents, employees and successors, hereby releases, waives and discharges the other party from any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to the possession, use, transfer or condition of the exchanged item(s), except to the extent resulting from the other party's gross negligence or intentional misconduct.

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claim arising from a breach of the representations and warranties set forth in this Agreement, subject to the limitations set forth herein.

Acknowledgment of Inspection and Risk: The undersigned acknowledge they have had the opportunity to inspect the item(s) prior to exchange and accept the item(s) in their current condition, subject to the express written warranties herein.

I acknowledge inspection and acceptance:

Confidentiality

The parties agree that any non-public information exchanged in connection with this transaction that is identified in writing as confidential shall be held in confidence and shall not be disclosed to third parties except as required by law or with prior written consent of the disclosing party. This obligation shall survive termination or completion of the exchange for a period of .

Confidential Exchange Designation: (Check if the items and associated information are to be treated as confidential)

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles. Any dispute arising under or relating to this Agreement shall be resolved by litigation in the courts of that jurisdiction, unless the parties mutually agree in writing to arbitration.

Entire Agreement; Severability

This instrument constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written negotiations. No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Execution

By signing below, each party acknowledges that they have read and understand this Release of Liability Exchange Form, that they are authorized to bind the party on whose behalf they sign, and that they accept the allocation of risk, release and indemnification obligations set forth herein.

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