Legal Background Clearance Request

Legal Background Clearance Request

This Legal Background Clearance Request (the "Request") is made and entered into as of Effective Date: by and between Requesting Party: and Approving Party: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Requesting Party seeks a legal review and clearance regarding a proposed engagement or appointment of an individual or entity described below ("Subject") to assess legal risk, suitability and regulatory compliance for the specified purpose; and

WHEREAS, Approving Party has the authority and expertise to review Background Information (as defined below) and to grant or withhold clearance based on legal, regulatory and contractual criteria; and

WHEREAS, Requesting Party represents that it has obtained or will obtain all necessary consents and authorizations from the Subject to permit the collection, review and disclosure of Background Information in accordance with applicable law.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows:

1. DEFINITIONS

In this Request, unless the context otherwise requires:

"Subject" means the individual or entity identified in Section 2 below whose background is the subject of this Request.

"Background Information" means records, reports and data collected or obtained in connection with the review, including but not limited to criminal history, civil litigation records, employment history, education and credential verification, professional license records, credit reports when authorized, and reference reports.

"Clearance" means the written determination by Approving Party that the Subject is Cleared, Conditionally Cleared, or Not Cleared for the specified purpose.

2. REQUEST FOR CLEARANCE; SUBJECT INFORMATION

Requesting Party submits the following Subject information to enable Approving Party's legal review. Requesting Party represents that the information provided is true and accurate to the best of its knowledge.

3. SCOPE OF BACKGROUND CHECK

Requesting Party requests one or more of the following Background Information searches. Approving Party will conduct or authorize only those searches that are reasonably necessary and legally permissible for the stated purpose.

4. AUTHORIZATION; CONSENT

Requesting Party certifies that it has procured from the Subject all legally required authorizations, informed consents and notices necessary to permit collection, review, disclosure and evaluation of Background Information by Approving Party. Requesting Party will provide copies of such written consent upon request.

5. USE, HANDLING AND RETENTION OF BACKGROUND INFORMATION

All Background Information obtained by Approving Party shall be treated as confidential and used solely for the purpose of determining Clearance with respect to the Subject and the stated purpose. Approving Party will store, disclose and dispose of Background Information in a manner consistent with applicable law and the Parties' obligations under confidentiality provisions set forth below.

Approving Party may disclose Background Information to those of its employees, agents or counsel who have a bona fide need to know for the clearance determination and who are bound by confidentiality obligations consistent with this Request.

6. LEGAL REVIEW; TIMELINE; DECISION

Approving Party will endeavor to complete its review and issue a written Clearance determination within the timeframe indicated below, subject to availability of Background Information and applicable legal restrictions.

The written determination issued by Approving Party will identify any limitations, conditions or recommended mitigations. A Clearance decision does not alter other substantive legal obligations or regulatory approvals required for the Subject's engagement.

7. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Requesting Party represents and warrants that it has the lawful right to request the Background Information and has provided accurate and complete information to Approving Party. Requesting Party agrees to indemnify, defend and hold Approving Party harmless from any and all claims, losses, liabilities, damages or expenses (including reasonable attorneys' fees) arising out of or resulting from Requesting Party's failure to obtain required authorizations or from inaccurate information it furnished in connection with this Request.

8. COMPLIANCE WITH LAW

Each Party shall comply with all applicable federal, state and local laws, statutes, and regulations governing the collection, use, retention, disclosure and security of Background Information, including requirements relating to privacy, consumer reports and employment practices where applicable.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Request must be in writing and delivered to the addresses set forth below.

10. AMENDMENTS; WAIVER; SEVERABILITY; GOVERNING LAW; ENTIRE AGREEMENT

This Request may be amended only by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right shall constitute a waiver of that right. If any provision of this Request is held invalid or unenforceable, the remainder shall remain in full force and effect. This Request shall be governed by and construed in accordance with the substantive laws of the jurisdiction selected by the Parties below.

This Request constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements between the Parties relating to the Request.

11. COUNTERPARTS

This Request 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. A facsimile or electronic copy of a signature shall be deemed an original signature for all purposes.

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