Legal Claim Resource Form

Legal Claim Resource Form

This Legal Claim Resource Form is entered into on Effective Date: by and between Claimant Name: with Claimant Address: (hereinafter "Claimant"), and Resource Provider Name: with Provider Address: (hereinafter "Provider").

RECITALS

WHEREAS, Claimant asserts a legal claim or claims (the "Claim") for which documentary materials, physical evidence, electronic files, witness contacts, and other resources (collectively, the "Resources") exist that are necessary to evaluate, prosecute, defend, or otherwise pursue the Claim; and

WHEREAS, Claimant desires to provide and make available certain Resources to Provider for the limited purposes described in this Form; and

WHEREAS, Provider agrees to receive, hold, manage and use such Resources subject to the terms, restrictions and obligations set forth herein.

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

1. DEFINITIONS

For purposes of this Form, the following definitions apply: "Resources" means all tangible and intangible materials provided by Claimant to Provider in connection with the Claim, including without limitation documents, electronic data, photographs, recordings, physical exhibits, witness statements, and metadata. "Confidential Information" means any Resource that is designated as confidential by Claimant or that reasonably should be understood to be confidential given its nature. "Use" means access, review, copying, analysis, retention, disclosure, or presentation in connection with the Claim.

2. DESCRIPTION OF RESOURCES

Claimant will provide the Resources identified below. Provider acknowledges receipt of Resources listed on the date specified and will maintain an inventory and chain-of-custody record for each item.

Yes No

3. DELIVERY, RECEIPT AND CHAIN OF CUSTODY

Provider shall complete a Receipt and Chain-of-Custody record at the time of taking possession of each Resource. That record shall identify the Resource, the date received, the individual delivering the Resource, and the individual receiving it. Provider will preserve and produce the chain-of-custody records upon reasonable request.

4. SCOPE OF USE; LICENSE

Claimant grants Provider a limited, non-exclusive, non-transferable license to use the Resources solely for the evaluation, preparation, prosecution, settlement or defense of the Claim and for no other purpose. Provider shall not use the Resources for any unrelated matter, commercial exploitation, or distribution except as required by law or court order.

5. CONFIDENTIALITY

Provider shall maintain all Confidential Information in strict confidence and shall not disclose Confidential Information to any third party except (a) to employees, contractors, experts or counsel who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Form; (b) as required by applicable law, regulation, subpoena or court order (provided Provider gives Claimant prompt written notice to permit Claimant to seek protective relief); or (c) as otherwise authorized in writing by Claimant. Confidentiality obligations shall survive termination of this Form.

6. OWNERSHIP; RETURN OR DESTRUCTION

All Resources and any copies remain the property of Claimant. Provider acquires no ownership rights by possession. Upon written request of Claimant or upon final resolution of the Claim, Provider shall, at Claimant's option, return all original Resources and certified copies of electronic Resources to Claimant or securely destroy the Resources and provide written certification of destruction. Provider's obligations with respect to previously disclosed materials in litigation or regulatory filings shall survive.

7. COSTS AND EXPENSES

Unless otherwise agreed in writing, Claimant shall be responsible for reasonable and documented costs of copying, imaging, transportation, storage, and expert fees associated with handling the Resources. Provider shall provide an itemized invoice describing costs and supporting documentation upon request.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

Claimant shall indemnify and hold harmless Provider, its officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from Claimant's provision of Resources that infringe third-party rights, contain malware, or are otherwise defective, except to the extent caused by Provider's gross negligence or willful misconduct. Provider's liability for any act or omission arising out of this Form shall be limited to direct damages and shall not include consequential, incidental, punitive, or special damages.

9. RECORDS, AUDIT AND PRESERVATION

Provider will maintain accurate records concerning the receipt, custody, use and disposition of Resources. Upon reasonable notice, Claimant or an independent auditor retained by Claimant shall have the right to inspect records related to handling of the Resources during normal business hours to verify compliance with this Form, subject to confidentiality protections.

10. NOTICES

All notices required or permitted under this Form shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested). Notice is effective upon receipt.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Form may be amended only by a written instrument signed by both parties. No waiver by either party of any breach or failure to exercise any right shall be considered a waiver of any subsequent breach or right. This Form 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; ENTIRE AGREEMENT; SEVERABILITY

This Form shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. This Form 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 Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. MISCELLANEOUS PROVISIONS

The parties represent that they have the authority to execute this Form. Neither party may assign its rights or obligations under this Form without the prior written consent of the other party, except that Provider may assign to a successor in interest in connection with a merger or sale of substantially all of its assets provided that the assignee assumes Provider's obligations hereunder.

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