Legal Consent to Action

LEGAL CONSENT TO ACTION

This Legal Consent to Action ("Consent") is made and entered into as of Effective Date: , by and between Consenter Name: , an entity of type , with principal address ; and Recipient Name: , an entity of type , with principal address .

RECITALS

WHEREAS, Consenter is the holder of certain rights, title, or authority relevant to the matter described below and has the legal capacity and authority to grant consent to the taking of the Action (as defined below); and

WHEREAS, Recipient seeks the consent of Consenter to undertake the Action consisting of the following described activity: Action Description: ; and

WHEREAS, the parties desire to set forth their agreement regarding the terms, scope, and limitations of such consent in writing.

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 acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Consent, the following terms shall have the meanings set forth below:

1.1 "Action" means the specific activities, transactions, or conduct described in Section 2 and as further detailed in Action Description:

1.2 "Effective Date" means the date first written above.

2. CONSENT

2.1 Grant of Consent. Subject to the terms and conditions of this Consent, Consenter hereby unconditionally consents to Recipient's performance of the Action from and after the Effective Date, provided that the Action conforms to the description set forth herein and in any attached schedules. Such consent constitutes a legally binding authorization to proceed, limited as provided in Section 3.

2.2 Scope. The scope of the Consent is limited to:

3. DURATION AND LIMITATIONS

3.1 Duration. This Consent shall commence on the Effective Date and shall terminate on Termination Date: , unless earlier revoked in accordance with Section 3.2 or this Consent is extended in writing by the parties.

3.2 Revocation or Limitation. Except as expressly provided herein, Consenter may not unreasonably withhold further consent once the Action has commenced; however, Consenter may revoke or limit the consent upon material breach by Recipient or if continuation of the Action would (a) violate applicable law, (b) materially impair Consenter's rights, or (c) cause material liability to Consenter. Any revocation or limitation shall be effective only if provided in writing and delivered in accordance with Section 9.

4. REPRESENTATIONS AND WARRANTIES

4.1 By Consenter. Consenter represents and warrants to Recipient that: (a) Consenter has full right, power and authority to grant the Consent as provided herein; (b) the execution and delivery of this Consent and the performance of Consenter's obligations hereunder do not and will not conflict with any contract, agreement, or law applicable to Consenter; and (c) there are no existing encumbrances, liens, or restrictions that would prevent the giving of the Consent.

4.2 By Recipient. Recipient represents and warrants to Consenter that Recipient has all necessary power and authority to accept the Consent and to perform the Action in accordance with applicable law, and Recipient will perform the Action in good faith and in a commercially reasonable manner.

5. CONDITIONS PRECEDENT

The obligations of Consenter to grant and maintain the Consent are subject to the satisfaction or waiver by Consenter of the following conditions precedent:

6. INDEMNIFICATION

6.1 Indemnity by Recipient. To the maximum extent permitted by law, Recipient shall indemnify, defend and hold harmless Consenter and its officers, directors, agents and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to Recipient's performance of the Action or any breach by Recipient of this Consent.

6.2 Limitations. Notwithstanding the foregoing, Recipient's indemnification obligations shall not apply to the extent a claim arises solely from Consenter's gross negligence or willful misconduct.

7. CONFIDENTIALITY

Unless otherwise required by law, the parties agree that all nonpublic information disclosed in connection with the negotiation or execution of this Consent and in the course of performing the Action shall be treated as confidential and shall not be disclosed to third parties without the prior written consent of the disclosing party, except to the extent necessary to effectuate the Action or as required by law.

8. NOTICES

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

9. GOVERNING LAW; VENUE

This Consent shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the county in which the chosen state’s capital is located for purposes of any proceeding arising out of or relating to this Consent.

10. MISCELLANEOUS

10.1 Entire Agreement. This Consent constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the same.

10.2 Severability. If any provision of this Consent is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

10.3 Amendments and Waiver. No amendment, modification or waiver of any provision of this Consent shall be effective unless in writing and signed by the party against whom enforcement is sought. The failure of any party to enforce any provision of this Consent shall not be construed as a waiver of such provision or of the right to enforce such provision.

10.4 Counterparts. This Consent may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of an original.

EXECUTION

IN WITNESS WHEREOF, the parties hereto have executed this Consent as of the Effective Date first written above.

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