Legal Consent Confirmation Form

LEGAL CONSENT CONFIRMATION FORM

This Legal Consent Confirmation Form is entered into as of by and between Consenting Party Name: , Entity Type: Individual Corporation Other, with Address: ; and Recipient Party Name: , Entity Type: Individual Corporation Other, with Address: .

RECITALS

WHEREAS, Consenting Party possesses certain rights, records, proprietary information or authorization described as:

WHEREAS, Recipient Party requires written consent from Consenting Party to undertake the actions specified in this instrument and to rely upon such consent for the purposes described in Section 2 below;

WHEREAS, the parties desire to confirm and memorialize the scope, limitations and conditions of the consent granted by Consenting Party to Recipient Party.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Consent" means the express, written authorization provided by Consenting Party under Section 2. "Purpose" means the specific activities described in the consent description field above. Other defined terms are set forth in-line where used.

2. GRANT OF CONSENT

Subject to the terms and conditions of this Form, Consenting Party hereby grants to Recipient Party a limited, non-exclusive, non-transferable consent to perform the following actions for the Purpose:

3. SCOPE AND LIMITATIONS

The consent granted is limited to the Purpose and does not authorize any action beyond that described. Recipient Party shall not assign, sublicense, delegate, or otherwise transfer the consent without prior written approval from Consenting Party. Any use outside the Purpose constitutes a breach of this Form.

Additional limitations or special conditions:

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full corporate or individual power, authority and legal right to enter into and perform its obligations under this Form; (b) the execution, delivery and performance of this Form have been duly authorized; and (c) this Form constitutes a valid and binding obligation enforceable in accordance with its terms.

5. CONFIDENTIALITY

Recipient Party shall maintain as confidential all information disclosed by Consenting Party in connection with this consent that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information. Recipient Party shall use confidential information solely for the Purpose and shall not disclose to any third party except as required by law or with the prior written consent of Consenting Party.

6. INDEMNIFICATION

Recipient Party shall indemnify, defend and hold harmless Consenting Party from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Recipient Party's breach of this Form, negligent or willful misconduct, or unauthorized use beyond the scope of the consent.

7. LIMITATION OF LIABILITY

Except for liability arising from intentional misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, punitive or special damages, and aggregate direct damages shall be limited to amounts actually paid or payable under this Form, if any.

8. TERM AND TERMINATION

This consent is effective as of the Effective Date set forth above and shall continue until unless earlier revoked in writing by Consenting Party or terminated in accordance with this Section. Upon termination, Recipient Party shall cease all use of the consented rights and, at Consenting Party's direction, return or securely destroy confidential materials.

9. NOTICES

All notices, consents and communications required or permitted under this Form shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by notice.

10. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Form shall be effective unless in writing and executed by authorized representatives of both parties. The failure of either party to enforce any right under this Form shall not be deemed a waiver of future enforcement of that or any other right.

11. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the state or jurisdiction designated by Consenting Party for the purpose of resolving disputes:

12. ENTIRE AGREEMENT

This Form, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

13. SEVERABILITY

If any provision of this Form is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remainder of this Form shall remain in full force and effect to the fullest extent permitted by law.

14. COUNTERPARTS

This Form 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 binding.

CERTIFICATION

By signing below, each signatory certifies that he or she is duly authorized to execute this Form on behalf of the party for which he or she signs; that the party has read and understands the terms and conditions herein; and that the consent granted is given voluntarily and in accordance with applicable law.

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