Legal Character Waiver

LEGAL CHARACTER WAIVER

This Legal Character Waiver (the "Waiver") is entered into as of Effective Date: by and between Grantor: whose address is and Releasee: whose address is . Collectively Grantor and Releasee are referred to as the "Parties."

RECITALS

WHEREAS, Grantor possesses certain information, records, statements, or public/private character assessments (collectively, the "Character Materials") that relate to Grantor's background, reputation, fitness for employment, licensing, or other personal attributes; and

WHEREAS, Releasee has requested permission to rely upon, receive, reference, provide, or otherwise act in reliance on the Character Materials in connection with specified purposes described below; and

WHEREAS, the Parties desire to define the scope of any release, waiver, or limitation of claims that may arise from the receipt, use, disclosure, or reliance upon the Character Materials.

NOW, THEREFORE

In consideration of the mutual covenants and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Definitions

"Character Materials" means all statements, documents, records, testimony, references, background checks, or other material, whether written, oral, electronic, or otherwise, that relate to Grantor's personal, professional, or reputational character.

"Claims" means any and all causes of action, demands, liabilities, obligations, damages, losses, costs, expenses and attorneys' fees, whether known or unknown, asserted or unasserted, direct or indirect.

2. Waiver and Release

Grantor hereby irrevocably and unconditionally waives, releases, and forever discharges Releasee, its officers, directors, employees, agents, successors and assigns from and against any and all Claims arising out of or related to Releasee's receipt, possession, use, disclosure, publication, or reliance upon the Character Materials, whether arising in tort, contract, statute, or equity, to the fullest extent permitted by law.

3. Scope of Waiver

The waiver set forth in Section 2 applies to Character Materials used for the following permitted purposes (check all that apply):

Employment, hiring, or credentialing
Professional licensing or certification
Public commentary, press, or reputation management
Background checks or references
Other (describe):

4. Duration

This Waiver shall commence on Effective Date and shall continue in force until Termination Date: unless earlier terminated by written agreement of the Parties. Notwithstanding termination, the release and waiver of Claims relating to Character Materials exchanged or used prior to termination shall survive.

5. Consideration

The Parties acknowledge receipt of good and valuable consideration sufficient to support this Waiver, which shall consist of: . If monetary, amount: $

6. Representations and Warranties

Each Party represents and warrants that: (a) it has the full right, power and authority to enter into this Waiver and to grant the rights and releases set forth herein; (b) the person executing this Waiver on its behalf is duly authorized; and (c) execution and performance of this Waiver does not violate any contract, law, or duty of confidentiality to third parties except as expressly disclosed in writing to the other Party.

7. Confidentiality

Unless otherwise required by law, the Parties agree that the terms of this Waiver and any nonpublic Character Materials exchanged pursuant to this Waiver shall be treated as confidential and shall not be disclosed to third parties except as reasonably necessary to enforce this Waiver or as required by court order or applicable law.

8. Indemnification

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party, its affiliates, officers, directors and employees from and against any and all Claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of a breach by the Indemnifying Party of its representations, warranties or covenants set forth in this Waiver.

9. Limitation of Liability

Except for willful misconduct or gross negligence, and except for indemnification obligations, neither Party shall be liable to the other for consequential, incidental, punitive, or special damages arising out of this Waiver, regardless of the form of action, whether in contract, tort or otherwise.

10. Notices

All notices, requests, consents and other communications required or permitted under this Waiver shall be in writing and delivered to the Parties at the following addresses by hand, overnight courier, or certified mail, return receipt requested:

11. Amendments; Waiver; Counterparts

This Waiver may not be amended or modified except by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver. This Waiver may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. Governing Law

This Waiver shall be governed by and construed in accordance with the substantive laws of the jurisdiction selected by the Parties: , without regard to conflict-of-law principles.

13. Entire Agreement; Severability

This Waiver constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Waiver is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. Acknowledgement

Grantor acknowledges that Grantor has read this Waiver, understands its terms, has had the opportunity to consult with independent counsel, and signs it voluntarily. Grantor further acknowledges that the waiver extends to unknown or unsuspected Claims to the fullest extent permitted by law.

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