SETTLEMENT & RELEASE AGREEMENT

This Release Agreement (the “Agreement”), consisting of four (4) numbered pages, is entered into by and between ___________, Inc. and its principle officers (collectively “XYZ”); and 123 Co..  XYZ and 123 Co. are collectively referred to hereinafter as “the Parties.”

                                                                    RECITALS              

XYZ is engaged in the business of technology related to key word and search engine optimization (“SEO Services”).

123 Co. is an onsite computer solutions provider. 

XYZ and 123 Co. are parties to certain agreements related to XYZ’s provision of ___________Services on behalf of 123 Co..

The Parties’ relationship has been irreparably impaired and the Parties allege various claims against each other (the “Dispute”).

The Parties wish to resolve this dispute rather than engage in litigation.  Accordingly, it is the intention of the Parties and the purpose of this Agreement to set forth the terms and conditions upon which this Dispute will be resolved.

In consideration of the foregoing intentions and purposes, the Parties hereby agree as follows:

1.         Settlement Agreement.

XYZ agrees to refund five (5) months of service to 123 Co. for a total payment of ___________ thousand dollars ($__,000).

XYZ agrees to release 123 Co. from any further payment obligations under the agreement.

123 Co. agrees to release XYZ from any obligation for ongoing services under the agreement.

123 Co. agrees to cease ___________

2.         Release Agreements

XYZ hereby release 123 Co. and forever discharge, jointly and severally, their respective officers, directors, share­holders, agents, employees and representatives, from any and all debts, obligations, liabilities, damages, claims, rights, demands, actions, causes of action (collectively, "Claims"), arising, directly or indirectly, out of said Dispute and out of any aspect of XYZ’s relationship with 123 Co..

123 Co. hereby release XYZ and forever discharge, jointly and severally, their respective officers,