Legal Authorization to Furnish

LEGAL AUTHORIZATION TO FURNISH

This Legal Authorization to Furnish ("Authorization") is entered into as of the day of , by and between Authorizing Party: , and Authorized Furnisher: . The parties agree as follows.

RECITALS

WHEREAS, Authorizing Party possesses certain records, data and information described below and has authority to permit the furnishing of such records to third parties; and

WHEREAS, Authorized Furnisher is a party capable of releasing, transmitting or otherwise furnishing such records on behalf of Authorizing Party to a designated recipient or recipients; and

WHEREAS, the parties desire to define the scope, limitations and conditions under which the Authorized Furnisher may furnish the records and to set forth the respective representations, warranties, indemnities and governing law.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Furnished Information" means the records, documents, data, reports, specimens or other material described in the Furnishing Scope field and any derivatives or reproductions thereof provided by Authorizing Party and furnished by Authorized Furnisher under this Authorization.

1.2 "Recipient" means any third party identified in writing by Authorizing Party to receive Furnished Information, or any third party to whom Authorized Furnisher is authorized in writing to transmit Furnished Information.

2. AUTHORIZATION

Authorizing Party hereby authorizes Authorized Furnisher to furnish Furnished Information to Recipient(s) for the purposes described in the Purpose of Furnishing field, subject to the terms, conditions and limitations set forth in this Authorization. This authorization is limited to the scope and time period expressly provided in this Authorization.

3. TERM AND TERMINATION

This Authorization shall commence on the effective date set forth above and shall continue in force until the earlier of: (a) the date specified in the Termination Date field; (b) written revocation by Authorizing Party delivered in accordance with the Notices provision; or (c) termination by mutual written agreement of the parties.

4. REPRESENTATIONS AND WARRANTIES

4.1 Authorizing Party represents and warrants that it has the full right, power and legal authority to authorize the furnishing of the Furnished Information as contemplated herein and that furnishing such Information will not violate any obligation to a third party except as disclosed in writing to Authorized Furnisher prior to the effective date.

4.2 Authorized Furnisher represents and warrants that it will exercise reasonable care in the transmission and handling of Furnished Information and will comply with the confidentiality and security obligations set forth in this Authorization.

5. CONFIDENTIALITY AND USE

Furnished Information shall be treated as confidential by Authorized Furnisher and Recipient(s) and shall be used solely for the Purpose of Furnishing described herein. Authorized Furnisher shall not disclose Furnished Information to any third party except to Recipient(s) identified in writing or as required by law, and then only after providing prompt notice to Authorizing Party unless prohibited by law.

6. INDEMNIFICATION

Authorized Furnisher agrees to indemnify, defend and hold harmless Authorizing Party from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Authorized Furnisher's negligent or willful breach of this Authorization, provided that Authorizing Party gives prompt written notice of any claim and cooperates in the defense thereof.

7. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages arising from the furnishing or use of Furnished Information under this Authorization.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Authorization shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by written notice to the other in accordance with this section.

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Authorization may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought. This Authorization may be executed in counterparts, each of which shall be deemed an original and collectively one instrument.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

11. MISCELLANEOUS PROVISIONS

11.1 Relationship of Parties. Nothing in this Authorization shall be construed to create a joint venture, partnership or employment relationship between the parties. Each party shall act as an independent contractor.

11.2 Compliance with Law. Each party shall comply with all applicable laws, regulations and orders in effect with respect to its performance under this Authorization.

PARTY IDENTIFICATION DETAILS

ADDITIONAL PROVISIONS

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