Legal Consent Contract

LEGAL CONSENT CONTRACT

This Legal Consent Contract ("Agreement") is made and entered into as of , by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client requires certain actions, disclosures or uses related to the Client's confidential information and activities described in this Agreement; and

WHEREAS, Provider has represented that it possesses the authority, expertise and legal right to perform the services and to request or receive the consents described herein; and

WHEREAS, the parties desire to set forth the terms upon which Client grants consent to Provider for the uses and actions described below.

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement and 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 have the meanings set forth below. "Consent" means the permission granted by Client to Provider as described herein. "Confidential Information" means non-public information disclosed by Client to Provider, whether written, oral, electronic, or otherwise, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. GRANT OF CONSENT

Client hereby grants Provider a limited, non-exclusive, revocable consent to:

(a) access, use and process Confidential Information solely for the purposes set forth in Section 3; and (b) disclose such Confidential Information to Provider's employees, agents and permitted subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

3. SCOPE OF CONSENT; SERVICES

Provider shall use the Consent solely to perform the following authorized activities and services, and for no other purpose:

4. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue in full force for the period necessary to complete the activities described in Section 3, unless earlier terminated as provided herein. Either party may terminate this Agreement upon written notice to the other party delivered at least in advance. Termination shall not relieve either party of obligations that by their nature survive termination, including confidentiality, indemnification and payment obligations.

5. CONSIDERATION

The parties acknowledge that Client's grant of Consent is supported by adequate consideration. The specific form and amount of consideration, if any, is described below:

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any other agreement to which it is a party. Client further represents that it has the right to grant the Consent described herein.

7. CONFIDENTIALITY

Provider shall maintain Confidential Information in strict confidence, shall not use such information except as expressly permitted by this Agreement, and shall take reasonable measures to protect such information from unauthorized disclosure, which measures shall be at least as protective as those used to protect Provider's own confidential information of a similar nature.

8. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client, its officers, directors and employees from and against any and all third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, willful misconduct or negligent acts in connection with the exercise of the Consent.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE.

10. NOTICES

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

11. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any provision shall be effective unless in writing signed by the waiving party. This Agreement 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 Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. MISCELLANEOUS

The parties agree to execute such further documents and take such further actions as may be reasonably required to effectuate the purposes of this Agreement. Titles and headings used in this Agreement are for convenience only and shall not affect interpretation.

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