Legal Consent Disclosure Form

LEGAL CONSENT DISCLOSURE FORM

This Legal Consent Disclosure Form is made effective as of Effective Date: , by and between Discloser Name: with principal address: , and Recipient Name: with principal address: .

RECITALS

WHEREAS, Discloser possesses certain confidential, proprietary and personal information, including but not limited to personal data, financial data, business information and trade secrets, which Discloser desires to disclose to Recipient under the terms and conditions set forth herein; and

WHEREAS, Recipient requires access to such information for the limited purpose described below and will use, store and disclose such information only in accordance with the consent granted herein and applicable law; and

WHEREAS, the parties intend to document the scope of consent, permitted disclosures, retention, security obligations and remedies in the event of unauthorized use or disclosure.

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

1. DEFINITIONS

1.1 "Confidential Information" means any information disclosed by Discloser to Recipient, whether orally, in writing, visually or electronically, 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. Confidential Information includes, without limitation, Personal Data, financial records, business plans, technical data, trade secrets and privileged communications.

1.2 "Personal Data" means any information relating to an identified or identifiable natural person as defined under applicable law.

2. CONSENT TO DISCLOSURE

2.1 Discloser hereby grants Recipient the limited, revocable consent to receive, access and use the Confidential Information listed in Section 3 for the Purpose described below. Such consent applies only to information disclosed on or after the Effective Date and only to the extent necessary for the Purpose.

Purpose of Disclosure:

2.2 Types of information covered by this Consent (select all that apply):

Personal Data Financial Information Health Information Criminal Records

Trade Secrets / Proprietary Business Information

3. SCOPE AND LIMITATIONS OF DISCLOSURE

3.1 Recipient shall use Confidential Information solely for the Purpose and shall not use the Confidential Information for any other purpose, including but not limited to marketing, resale, or competitive analysis, without the prior written consent of Discloser.

3.2 Recipient shall limit access to Confidential Information to those employees, contractors and agents with a demonstrable need to know for the Purpose and who are bound by obligations of confidentiality no less protective than those set forth herein.

4. PROTECTIONS, SECURITY AND COMPLIANCE

4.1 Recipient shall implement and maintain appropriate technical, administrative and physical safeguards designed to protect Confidential Information against unauthorized access, disclosure, alteration and destruction. Such safeguards shall be in accordance with industry standards and any express security requirements set forth in writing by Discloser.

4.2 If Recipient receives a legal request or process that may require disclosure of Confidential Information, Recipient shall (to the extent legally permitted) promptly notify Discloser and cooperate with Discloser in seeking confidential treatment, a protective order or other remedy to preserve confidentiality. Nothing in this Agreement prevents disclosure to the extent required by law, provided Recipient discloses only that portion required and, where permitted, gives Discloser notice.

5. RETENTION, DESTRUCTION AND RETURN

5.1 Recipient shall retain Confidential Information only for the period necessary to accomplish the Purpose unless a longer retention period is required by law. Upon expiration or earlier termination of this consent, or upon written request by Discloser, Recipient shall at Discloser's election promptly return or securely destroy Confidential Information and certify such destruction in writing.

6. REVOCATION OF CONSENT

6.1 Discloser may revoke this consent in whole or in part by providing written notice to Recipient at the Notices address set forth in Section 9. Revocation shall be effective upon Recipient's receipt of notice. Revocation shall not affect Recipient's obligations with respect to Confidential Information that was obtained prior to receipt of the revocation notice, nor shall it relieve Recipient from obligations imposed by law.

7. AUTHORIZED THIRD PARTIES AND SUBPROCESSORS

7.1 Recipient shall not disclose Confidential Information to third parties except to authorized third parties or subprocessors that (a) have a legitimate need to receive Confidential Information for the Purpose, and (b) are bound by written obligations at least as protective as those in this Form. Recipient shall remain liable for any acts or omissions of such third parties to the same extent as if performed by Recipient.

8. INDEMNIFICATION AND REMEDIES

8.1 Recipient shall indemnify, defend and hold harmless Discloser from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from Recipient's breach of this Form, including unauthorized disclosure or use of Confidential Information.

8.2 The parties agree that monetary damages may be an inadequate remedy for certain breaches of this Form and that Discloser shall be entitled to seek equitable relief, including injunction, in addition to any other remedies available at law or equity.

9. NOTICES

9.1 All notices required or permitted by this Form shall be in writing and shall be deemed delivered when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses specified above or to such other address as a party may designate by notice in accordance with this Section.

10. GOVERNING LAW; JURISDICTION

10.1 This Form shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of this Form.

11. ENTIRE AGREEMENT; SEVERABILITY

11.1 This Form constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral.

11.2 If any provision of this Form is held to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 No amendment, modification or waiver of any provision of this Form will be effective unless made in a writing signed by both parties.

12.2 No failure or delay by either party in exercising any right shall operate as a waiver of that right. Waivers must be explicit and in writing.

12.3 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 delivered by electronic means shall be binding.

13. CERTIFICATION

Each signatory represents and warrants that such signatory has the full power and authority to enter into this Form on behalf of the party for whom they sign, that all corporate or other necessary actions have been taken to authorize the execution of this Form, and that this Form is a valid and binding obligation of that party enforceable against it in accordance with its terms.

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