Client Consent Designation

CLIENT CONSENT DESIGNATION

This Client Consent Designation (the Agreement) is entered into by and between Client Name: and Service Provider Name: . Effective Date:

RECITALS

WHEREAS, Client has engaged Service Provider to perform certain professional services and desires to designate and consent to specified actions by Service Provider in connection with those services; and

WHEREAS, Service Provider is willing to accept the designation and to perform the actions described in this Agreement subject to the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the scope of the designation, the duration of the consent, payment terms for services, confidentiality obligations, and other material terms governing their relationship.

SCOPE OF WORK

CLIENT CONSENT DESIGNATION

Client hereby expressly designates and authorizes Service Provider to take the following actions on Client's behalf as necessary to perform the Scope of Work:

Receive, review and obtain copies of Client records and information from third parties relevant to the Scope of Work.

Disclose Client information to third parties where necessary for performance of the Scope of Work, subject to the Confidentiality obligations below.

Execute, sign, and deliver documents or authorizations on Client's behalf to the limited extent described in the Scope of Work.

Communicate with Client electronically and accept electronic consents, acknowledgements, and signatures where permitted by law.

PAYMENT TERMS

All fees and reimbursement obligations are independent of the Consent and remain due according to the Payment Schedule. Nonpayment constitutes a material breach allowing Service Provider to suspend performance after five (5) days' written notice.

TERM AND TERMINATION

This Consent Designation commences on Start Date: and, unless earlier terminated in accordance with this Agreement, terminates on End Date: .

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the Notice Period stated above after receipt of written notice. Termination does not relieve Client of obligation to pay for services rendered through the effective date of termination.

CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall not use Confidential Information except to perform its obligations under this Agreement. "Confidential Information" includes nonpublic business, financial and personal information, client records, and trade secrets. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure without an obligation of confidentiality; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Notwithstanding the foregoing, Service Provider may disclose Confidential Information to the extent required by law or valid legal process, provided that, to the extent lawful and practicable, Service Provider gives Client prompt written notice and cooperates with Client in any lawful effort to limit or contest such disclosure.

REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the full right, power and authority to enter into this Agreement. Service Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

ACKNOWLEDGMENT AND CONSENT

By signing below, Client certifies that Client has read and understands this Consent Designation, that Client grants the designations and authorizations set forth herein voluntarily, and that Client may revoke this designation only in accordance with the Term and Termination provisions above. Client also acknowledges receipt of any required notices related to privacy and the handling of Client information.

Client acknowledges the right to revoke this designation as described in this Agreement.

Client consents to the use of electronic signatures and electronic delivery of documents related to this Agreement.

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