Statute Waiver Form

STATUTE WAIVER FORM

This Statute Waiver Form (the "Agreement") is made and entered into as of Effective Date: by and between Releasing Party Name: with principal place of business at and Responding Party Name: with principal place of business at .

RECITALS

WHEREAS, the parties desire to resolve and define the applicability of certain statutory limitations and defenses that may otherwise bar or affect claims or causes of action between them; and

WHEREAS, the Releasing Party asserts certain claims and the Responding Party has contested liability, and the parties wish to avoid litigation and to define, to the extent permitted by law, the scope and effect of any waiver of statutes of limitation or similar statutory defenses;

WHEREAS, in consideration of the mutual covenants, payments and other consideration set forth herein, the parties agree to the waiver provisions and limitations set forth below.

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

1. DEFINITIONS

For purposes of this Agreement: (a) "Waived Statute" means the statute, statutory provision or code section identified in Section 2 below; (b) "Claims" means all claims, causes of action, demands, liabilities and rights described in Section 3; and (c) "Effective Date" means the date set forth above.

2. IDENTIFICATION OF STATUTE

The parties hereby identify the specific statutory provision to be the subject of this waiver as: Statute Name: Code / Section:

3. WAIVER

Subject to the express limitations in this Agreement, the Releasing Party knowingly, voluntarily and irrevocably waives any defense, right or bar arising solely under the Waived Statute that would otherwise preclude or limit the assertion, maintenance, or enforcement of the Claims described herein, but only to the extent and for the time period expressly set forth in Section 4. This waiver is a contractual waiver and does not constitute an admission of liability by any party.

4. SCOPE AND DURATION OF WAIVER

(a) The waiver applies only to the following Claims (describe asserted or anticipated claims):

(b) Temporal scope — the waiver shall apply to claims arising on or after and shall expire on , unless earlier revoked in writing as permitted by this Agreement.

(c) Geographic scope — the waiver is limited to claims arising under laws of the jurisdiction specified in the Governing Law clause below.

5. LIMITATIONS AND EXCLUSIONS

The parties expressly agree that the waiver shall not apply to: (a) any criminal liability; (b) claims that are not subject to waiver as a matter of public policy under applicable law; (c) any third-party claims to which the Releasing Party is not a party; or (d) equitable remedies that a court determines cannot be waived. The waiver is narrowly construed and does not expand any claim beyond those specifically described in this Agreement.

6. CONSIDERATION

In consideration for the waiver set forth herein, the Responding Party agrees to provide the following consideration to the Releasing Party:

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) execution and performance of this Agreement does not and will not violate any other agreement or order to which it is a party; and (c) the person signing this Agreement on behalf of an entity has been duly authorized to do so.

8. NO ADMISSION; FURTHER ASSURANCES

This Agreement is entered into for the purpose of settling disputes and defining rights; nothing contained herein shall be construed as an admission of liability, fault or wrongdoing by any party. The parties agree to execute such further documents and take such further actions as may be reasonably necessary to give effect to the terms of this Agreement.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or at such other address as either party may designate by notice in accordance with this Section.

10. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by any party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise preclude any other or further exercise of that right.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such jurisdiction for any action arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS; EXECUTION

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 transmitted by facsimile, electronic image or other electronic means shall be binding for all purposes.

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