Legal Consent and Statement

LEGAL CONSENT AND STATEMENT

This Legal Consent and Statement (the "Statement") is made effective as of by and between Client Name: with address: , and Recipient Name: with address: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client possesses certain facts, records, statements and other information relevant to matters described in Section 2 below; and

WHEREAS, Recipient requires a written, signed consent and statement from Client authorizing disclosure, use, and documentation of certain information for the limited purposes set forth herein; and

WHEREAS, the Parties desire to set forth the terms upon which Client will provide such consent and the statement of facts, and to allocate rights, duties and liabilities between them.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Statement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

In this Statement, unless the context otherwise requires: (a) "Confidential Information" means non-public information disclosed by Client to Recipient in any form that is identified as confidential or that reasonably should be understood to be confidential; (b) "Permitted Purpose" means the specific uses described in Section 4; and (c) references to "including" are illustrative and not limiting.

2. STATEMENT OF FACTS

Client hereby provides the following written statement of facts, which Client affirms under penalty of perjury to be true and correct to the best of Client's knowledge:

3. CONSENT AND AUTHORIZATION

Client hereby authorizes Recipient to receive, review, reproduce and use the Statement of Facts and any related documents for the Permitted Purpose. Client's consent includes authorization to obtain corroborating records and to communicate with third parties solely to confirm the contents of the Statement of Facts.

Client acknowledges that this consent is voluntary and that Client may withdraw consent in writing subject to the limitations in Section 6 regarding retention and destruction.

Consent to disclose for the Permitted Purpose: I consent to disclosure

4. SCOPE OF USE

Recipient shall use Confidential Information and the Statement of Facts only for the following Permitted Purpose(s): legal review, internal assessment, and documentation in connection with matters identified by Recipient at the time of request. Recipient shall not use the information for any investigatory, commercial, or unrelated legal proceeding without additional written consent from Client.

Specific permitted uses (check all that apply):

Legal review and counsel advice
Internal assessment and compliance
Documentation and recordkeeping

5. CONFIDENTIALITY

Recipient shall maintain Confidential Information in confidence and shall not disclose it to any third party except: (a) as required by law or valid process; (b) to Recipient's employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Statement; or (c) with the prior written consent of Client. Recipient shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

6. RETENTION AND DESTRUCTION

Recipient shall retain Confidential Information only for the period reasonably necessary to accomplish the Permitted Purpose and shall thereafter destroy or return such information to Client upon Client's written request or upon termination of this Statement, except to the extent retention is required by applicable law or internal retention policies. Specify desired retention period:

7. REPRESENTATIONS AND WARRANTIES

Client represents and warrants that: (a) the Statement of Facts is true and accurate to the best of Client's knowledge; (b) Client has the authority to provide the consent and statement described herein; and (c) the disclosure authorized does not violate any other contractual obligation of Client except as disclosed in writing to Recipient prior to execution.

8. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Recipient and its officers, directors, employees and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Client's representations, warranties or obligations under this Statement, except to the extent that such claims result from Recipient's gross negligence or willful misconduct.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ITS OBLIGATIONS UNDER SECTIONS 5 OR 7, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED AMOUNTS REASONABLY RELATED TO THE PERMITTED PURPOSE.

10. NOTICES

All notices required or permitted under this Statement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses below or to such other address as a Party designates by notice in accordance with this Section. Notices are effective upon receipt.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Statement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. This Statement 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 Statement is held to be invalid or unenforceable, the remainder of the Statement shall continue in full force and effect.

12. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of this Statement shall be effective unless in writing and signed by both Parties. No failure or delay by a Party in exercising any right shall operate as a waiver of that right. This Statement 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. Signatures transmitted by electronic means shall be effective as originals.

13. CERTIFICATION

By signing below, Client certifies under penalty of perjury that the factual statements contained herein are true and correct to the best of Client's knowledge, that Client has the full right and authority to grant the consent and authorizations herein, and that Client understands the potential legal consequences of a false statement.

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