Legal Consent Request

LEGAL CONSENT REQUEST

This Legal Consent Request (the "Request") is made as of by and between Requesting Party: with principal address: , and Consenting Party: with principal address: . Requesting Party and Consenting Party are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Requesting Party requires the consent of Consenting Party to permit the actions, disclosures, or transactions described herein in order to accomplish the business purpose set forth below;

WHEREAS, Consenting Party is the lawful holder of rights and interests that may be affected by the requested action and has authority to grant or withhold such consent; and

WHEREAS, the Parties desire to set forth the terms and conditions under which such consent is granted or withheld.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Request, the following terms shall have the following meanings: "Consent" means the written authorization granted by Consenting Party to permit the Action described in Section 2; "Action" means the specific act, disclosure, transaction, or use of information described in Section 2 below; "Effective Date" means the date set forth above.

2. SCOPE OF REQUESTED CONSENT

Requesting Party requests that Consenting Party provide Consent to the following Action: The Consent, if granted, shall be limited to the scope, duration, and conditions expressly described in Section 3 and any additional conditions set forth in writing by Consenting Party.

3. CONDITIONS TO CONSENT

Consenting Party's obligation to grant Consent is expressly conditioned upon the following:

1. Requesting Party's provision of the information, documentation, or assurances described below:
2. Payment of consideration, if any, in the amount:
3. Compliance with the restrictions and safeguards set forth in Section 4 below.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Party represents and warrants to the other as of the Effective Date that: (a) it has full corporate or individual power and authority to enter into this Request and to perform its obligations hereunder; (b) the execution, delivery and performance of this Request will not violate any material agreement or applicable law; and (c) all information provided to the other Party in connection with this Request is true, complete and correct in all material respects.

Requesting Party covenants to use any Consent granted solely for the Action described in Section 2 and in accordance with all conditions imposed by Consenting Party, and to refrain from any use that would exceed the scope of Consent.

5. LIMITATIONS AND LIABILITY

Consenting Party's Consent, if granted, shall not constitute a warranty or guarantee beyond the explicit terms set forth herein. Except to the extent caused by the gross negligence or willful misconduct of a Party, neither Party shall be liable to the other for incidental, consequential, or punitive damages arising from the performance or non-performance of this Request.

6. CONFIDENTIALITY

To the extent any Confidential Information is exchanged in connection with this Request, the receiving Party shall hold such information in confidence and shall not disclose it except to affiliates, advisors or service providers who need to know and are bound by confidentiality obligations no less protective than those in effect between the Parties. Confidential Information does not include information that is or becomes publicly known through no breach of this Request.

7. TERM; TERMINATION

Any Consent granted shall commence on the Effective Date and shall continue until the earlier of: (a) the expiration date specified by Consenting Party: ; (b) completion of the Action; or (c) termination in writing by either Party upon material breach by the other Party that is not cured within 30 days after written notice.

8. NOTICES

Notices to Requesting Party

Notices to Consenting Party

All notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by nationally recognized overnight courier to the addresses set forth above or to such other address as a Party may designate by notice hereunder.

9. AMENDMENTS; WAIVER

No amendment or modification of this Request shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right, unless such waiver is in a writing signed by the waiving Party.

10. GOVERNING LAW

This Request shall be governed by and construed in accordance with the substantive laws of the jurisdiction selected by the Parties: , without regard to conflicts of law principles.

11. ENTIRE AGREEMENT; SEVERABILITY

This Request constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations and understandings. If any provision of this Request is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect and the invalid provision will be reformed to the minimum extent necessary to make it enforceable.

12. COUNTERPARTS; EXECUTION

This Request 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 effective and binding for all purposes.

13. MISCELLANEOUS PROVISIONS

The Parties agree that any claim, dispute or controversy arising out of or relating to this Request shall first be referred to senior executives of each Party for good faith negotiation. If unresolved within 30 days, either Party may pursue any other remedy available at law or in equity. The provisions of this Request intended to survive termination shall remain in full force and effect.

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