Legal Access Letter

LEGAL ACCESS LETTER

This Legal Access Letter (the "Letter") is entered into as of Effective Date: by and between Grantor Name: whose principal address is (\"Grantor\"), and Grantee Name: of Firm: whose principal address is (\"Grantee\").

RECITALS

WHEREAS, Grantor is the lawful owner or custodian of certain premises, records and electronic data located at Location: (the "Premises" and, together with records and data, the "Materials");

WHEREAS, Grantee requires reasonable access to the Materials for the limited purpose of (the "Purpose"); and

WHEREAS, the parties wish to set forth the terms and conditions under which Grantor will permit Grantee and authorized representatives to access the Materials.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for 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 Letter, the following terms shall have the meanings set forth below: "Materials" means all physical records, electronic files, tangible property, and any information located at the Premises or in Grantor's custody that are reasonably related to the Purpose. "Authorized Representatives" means Grantee's employees, attorneys, consultants, experts and agents who have a need to access the Materials for the Purpose and who are bound by confidentiality obligations at least as protective as those set forth herein.

2. GRANT OF ACCESS

Grantor hereby grants to Grantee and its Authorized Representatives the non-exclusive, limited right to enter the Premises and to access, inspect, photograph, copy, image, extract and take temporary custody of Materials strictly for the Purpose, subject to the terms and restrictions of this Letter. The scope of access shall be limited to:

3. ACCESS PERIOD AND SCHEDULE

Access shall commence on Effective Date specified above and shall continue until Termination Date: unless earlier terminated in accordance with this Letter. Regular access hours are: and access must be scheduled in advance with Grantor's Contact: .

4. ACCESS PROCEDURES AND SECURITY

Prior to any access, Grantee shall provide Grantor with a roster of Authorized Representatives and valid identification. All Authorized Representatives shall comply with Grantor's security and health and safety rules while on the Premises. Grantor may require that certain Materials be inspected in a secured review room; physical removal of Materials from the Premises is permitted only with Grantor's prior written consent. Grantee shall not alter, delete or destroy any Material except as expressly authorized by Grantor or a court of competent jurisdiction.

5. CONFIDENTIALITY AND LIMITATION ON USE

Grantee shall treat all non-public Materials as confidential and shall use such Materials solely for the Purpose. Grantee shall restrict access to Materials to its Authorized Representatives who have a need to know and who are bound by written confidentiality obligations no less protective than those set forth herein. Grantee shall implement reasonable technical and organizational safeguards to protect electronic Materials from unauthorized access, disclosure, alteration or destruction.

6. PRIVILEGE; CLAIMS OF PRIVILEGE

Nothing in this Letter shall be construed as a waiver of any applicable privilege, work product protection, or other legal protection. If Grantor produces Materials that it later claims are privileged or protected, Grantee shall promptly cease any use of those Materials, segregate them, and, upon Grantor's request, return or destroy such Materials and certify in writing that all copies have been returned or destroyed, except where retention is required by law or court order.

7. COSTS; COMPENSATION

Unless otherwise agreed in writing, Grantee shall bear all reasonable costs of copying, imaging, shipping and incidental expenses incurred in connection with the access and review of Materials. If Grantor will charge fees, the fee schedule is: .

8. INDEMNIFICATION; LIMITATION OF LIABILITY

Grantee shall indemnify, defend and hold harmless Grantor and its officers, directors, employees and agents from and against all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or relating to Grantee's access to or use of the Materials, except to the extent caused by Grantor's gross negligence or willful misconduct. Except as may be required by law, neither party shall be liable to the other for consequential, incidental or punitive damages.

9. INSURANCE AND SAFETY

Grantee shall maintain insurance in commercially reasonable amounts, including general liability and professional liability if applicable. Minimum insurance coverage: .

10. RETURN, DESTRUCTION, AND RECORDS

Upon conclusion of the Purpose or upon reasonable request by Grantor, Grantee shall return or destroy all Materials and all copies thereof, and shall certify in writing that all such Materials have been returned or destroyed except for one archival copy retained solely for compliance or litigation hold purposes. Any retained Materials must remain subject to the confidentiality and other obligations of this Letter.

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Letter shall be in writing and shall be delivered to the addresses below by personal delivery, registered mail, or overnight courier and shall be effective upon receipt.

12. TERM; TERMINATION

This Letter shall continue in full force and effect until the earlier of (a) the Termination Date specified above, (b) the substantial completion of the Purpose, or (c) termination by either party upon ten (10) days' prior written notice to the other party. Termination shall not affect obligations that by their nature survive termination, including confidentiality, return/destruction and indemnity obligations.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Letter may be amended or modified only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Letter shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Letter is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15. MISCELLANEOUS

The parties acknowledge that the access granted hereunder is limited, that Grantor does not make any representation or warranty as to the completeness or accuracy of the Materials, and that Grantee is responsible for conducting its own verification and analysis. Nothing in this Letter shall obligate Grantor to produce Materials in violation of law or court order.

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