Legal Consent Grant

LEGAL CONSENT GRANT

This Legal Consent Grant (the "Agreement") is made as of Effective Date: , by and between Grantor Name: , Grantor Address: , and Grantee Name: , Grantee Address: .

RECITALS

WHEREAS, Grantor possesses certain rights, interests, records, and authority relating to the matters described in Section 2 below and desires to grant limited consent to Grantee to act as set forth in this Agreement; and

WHEREAS, Grantee is willing to accept such consent and agrees to exercise the rights granted herein subject to the limitations and conditions contained in this Agreement; and

WHEREAS, the parties intend that this Agreement establish the scope, duration, revocation procedures, and legal remedies applicable to the consent granted herein.

NOW, THEREFORE, in consideration of the mutual covenants and for other good and valuable consideration, the receipt and sufficiency of which are 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 express authorization granted by Grantor to Grantee under Section 2 to access, obtain, use, disclose, or act with respect to the Subject Materials to the extent and for the purposes stated in this Agreement.

"Subject Materials" means the specific documents, records, information, or matter for which Grantor grants Consent:

2. GRANT OF CONSENT

Grantor hereby grants to Grantee a limited, non-exclusive, revocable Consent to perform the following acts with respect to the Subject Materials and to take such reasonable actions as are necessary to accomplish those acts:

• To access, inspect, copy, and obtain Subject Materials from third parties and custodians;
• To receive disclosures of information and communications related to the Subject Materials;
• To act on behalf of Grantor for the limited purpose of communicating with third parties in relation to the Subject Materials and executing documents solely required to effectuate the Consent.

The specific purposes for which Consent is granted are:

3. SCOPE OF AUTHORITY AND LIMITATIONS

The Consent granted under Section 2 is subject to the following express limitations and conditions. Grantee shall not, except as expressly authorized below, take any action that changes Grantor's legal rights or creates or extinguishes any legal claim on behalf of Grantor without separate written authorization.

Authorized actions (check all that apply):

Access and copy records Disclose information to third parties Execute limited documents Communicate with custodians and service providers

Additional limitations or special instructions:

4. TERM

This Consent shall commence on the Effective Date specified above and shall continue in effect until Expiration Date: , unless earlier revoked in accordance with Section 5 or terminated by mutual written agreement of the parties.

5. REVOCATION

Grantor may revoke this Consent at any time by delivering written notice of revocation to Grantee in accordance with the Notices provision of this Agreement. Revocation shall be effective upon receipt by Grantee; provided, however, that revocation shall not affect disclosures or actions taken by Grantee in reliance on the Consent prior to receipt of revocation or to the extent Grantee is required to retain or produce records pursuant to law.

6. REPRESENTATIONS AND WARRANTIES

Grantor represents and warrants that: (a) Grantor is of legal capacity to grant the Consent; (b) the Consent does not violate any contractual obligation or legal restriction known to Grantor; and (c) the information provided by Grantor to Grantee for purposes of effecting this Consent is true and accurate to the best of Grantor's knowledge.

7. CONFIDENTIALITY

Grantee shall maintain the confidentiality of any non-public Subject Materials and shall not use or disclose such materials except as necessary to accomplish the purposes of this Consent or as required by law. Grantee shall implement reasonable administrative, physical, and technical safeguards to protect the confidentiality and integrity of Subject Materials.

8. INDEMNIFICATION

Grantee agrees to indemnify, defend, and hold harmless Grantor from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from Grantee's breach of this Agreement, negligent acts, or willful misconduct in the exercise of the Consent granted herein.

9. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed as follows (or to such other address as a party may designate by notice):

10. AMENDMENT; WAIVER

No amendment to this Agreement will be effective unless it is in writing and signed by both parties. No waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom enforcement is sought; a waiver of any breach will not constitute a waiver of any subsequent breach.

11. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not be affected or impaired.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

13. GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument.

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