Legal Consent Direction

LEGAL CONSENT DIRECTION

This Legal Consent Direction ("Direction") is made effective as of Effective Date: by and between Consenting Party: entity type: Individual Corporation Trust Address: , and Directed Party/Recipient: entity type: Individual Corporation Trust Address: .

RECITALS

WHEREAS, Consenting Party possesses certain information, documents and records described below and desires that Directed Party receive, review or act upon such information in accordance with the terms set forth in this Direction; and

WHEREAS, Directed Party is authorized or capable of receiving and acting on instructions to obtain or disclose records and requires written consent from Consenting Party to effect such disclosures or actions; and

WHEREAS, the parties wish to set out the scope, duration and conditions of the consent and direction hereby given.

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

1. DEFINITIONS

For the purposes of this Direction: "Authorized Representative" means any individual or entity designated in writing by Directed Party to receive the Materials; "Materials" means the records, documents, data, and information described in Section 2 below; "Permitted Use" means the purposes expressly set forth in Section 3.

2. DESCRIPTION OF MATERIALS

3. DIRECTION AND SCOPE OF CONSENT

Consenting Party hereby directs and authorizes Directed Party to obtain, review, reproduce and disclose the Materials, and to provide copies to the Authorized Representative or to any third party reasonably necessary to carry out the Permitted Use. The scope of the consent granted by Consenting Party is limited to the following Permitted Use(s):

4. AUTHORIZATION TO RELEASE INFORMATION

Directed Party is authorized to release the Materials to the Authorized Representative and any third party identified in writing by Directed Party as necessary to effectuate the Permitted Use. Directed Party shall release only such portions of the Materials as are reasonably necessary for the Permitted Use and shall, to the extent practicable, redact sensitive personal identifiers not necessary for the Permitted Use.

5. EFFECTIVE PERIOD

This Direction shall be effective on the Effective Date entered above and shall continue in full force and effect until Expiration Date: , unless earlier revoked in writing in accordance with Section 7. Any disclosure made prior to revocation in reliance upon this Direction shall remain lawful and is not affected by subsequent revocation.

6. REPRESENTATIONS AND WARRANTIES

Consenting Party represents and warrants that (a) it has the full legal right and authority to grant the consent and direction set forth herein; (b) the execution and performance of this Direction do not violate any contractual obligation, court order or applicable law; and (c) no further authorization from any other person or entity is reasonably required to allow Directed Party to comply with this Direction.

7. REVOCATION AND TERMINATION

Consenting Party may revoke this Direction at any time by providing written notice to Directed Party at the address for notices set forth below. Revocation will be effective upon Directed Party's receipt of such notice, except to the extent Directed Party has already acted in reliance on this Direction prior to receipt.

8. CONFIDENTIALITY AND DATA HANDLING

Directed Party shall treat the Materials as confidential to the extent required by applicable law and shall implement reasonable administrative, technical and physical safeguards to protect the Materials from unauthorized use or disclosure. Directed Party shall notify Consenting Party promptly upon discovery of any unauthorized disclosure of the Materials.

9. INDEMNIFICATION

Consenting Party shall indemnify, defend and hold harmless Directed Party and its officers, agents and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to a breach of the representations made by Consenting Party herein or any unauthorized instructions provided by Consenting Party.

10. LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages arising from performance under this Direction.

11. NOTICES

All notices required or permitted under this Direction shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate in writing). Notices shall be deemed given upon personal delivery, one business day after delivery to a reputable overnight courier, or three business days after deposit in the United States mail, postage prepaid.

12. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Direction shall be effective unless in writing and signed by the parties hereto. Failure or delay by either party to exercise any right or remedy shall not operate as a waiver of such right or remedy.

13. GOVERNING LAW

This Direction shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

14. ENTIRE AGREEMENT; SEVERABILITY

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

15. COUNTERPARTS

This Direction 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. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

SIGNATURES

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