Legal Consent to Associate

LEGAL CONSENT TO ASSOCIATE

This Legal Consent to Associate (the "Consent") is made effective as of Effective Date: by and between Consenting Party: (entity type: Individual Corporation LLC Other) and Requesting Party: .

RECITALS

WHEREAS, Requesting Party has requested permission to associate, affiliate, or publicly represent itself in connection with the following activity or relationship:

WHEREAS, Consenting Party is willing to grant a limited consent to associate subject to the terms, representations, conditions and restrictions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such association in a binding written agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises 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 purposes of this Consent, capitalized terms not otherwise defined have the following meanings: "Association" means the relationship, use of name, joint activity, or representation described in the association description above. "Confidential Information" means non-public information disclosed in connection with the Association as described in Section 6.

2. SCOPE OF CONSENT

Consenting Party hereby grants to Requesting Party a limited, non-exclusive, non-transferable consent to associate solely for the purpose and within the territorial and temporal scope described in the association description. This Consent permits Requesting Party to use Consenting Party's name, logo, likeness, or stated affiliation only as explicitly set forth in this document and only for the approved activities set forth therein.

3. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Consent and to perform its obligations hereunder. Requesting Party represents that any representations of association will be truthful, will not imply endorsement beyond the scope granted, and will comply with applicable law.

4. CONDITIONS AND RESTRICTIONS

The consent granted under Section 2 is expressly subject to the following conditions and restrictions: (a) Requesting Party shall not permit any third party to claim any greater right to association than is granted herein; (b) Requesting Party shall not use Consenting Party's name, logo, or confidential information in any manner that is false, misleading, defamatory, unlawful, or harmful to Consenting Party's reputation; (c) any promotional materials or public statements evidencing the Association shall be subject to prior written approval by Consenting Party where approval is required under the association description.

5. CONFIDENTIALITY

During the term of this Consent and for a period of two (2) years thereafter, each party shall maintain as confidential and shall not disclose to any third party any Confidential Information received from the other party, except to the extent necessary to perform obligations under this Consent or as required by law. Confidential Information does not include information that is or becomes publicly known through no breach of this Consent, was rightfully known prior to disclosure, or is independently developed without use of the other party's Confidential Information.

6. INDEMNIFICATION; LIMITATION OF LIABILITY

Requesting Party shall indemnify, defend and hold harmless Consenting Party and its officers, directors and affiliates from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Requesting Party's breach of this Consent, negligent or willful misconduct, or unauthorized use of Consenting Party's name or likeness. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

7. TERM AND TERMINATION

This Consent shall commence on the Effective Date and continue until the earlier of (a) the expiration date set forth here: or (b) termination by either party upon thirty (30) days' prior written notice to the other party. Termination shall not relieve either party of liability for obligations accrued prior to termination, including indemnification and confidentiality obligations.

8. NOTICES

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

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Consent may be amended only by a writing signed by both parties. No waiver of any provision of this Consent shall be effective unless in writing and signed by the party against whom enforcement is sought. This Consent may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

10. GOVERNING LAW; VENUE

This Consent shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Consent.

11. ENTIRE AGREEMENT; SEVERABILITY

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. If any provision of this Consent is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the intent and economic effect of the original provision.

12. MISCELLANEOUS

The obligations, rights and remedies provided in this Consent are cumulative and are in addition to any other rights or remedies available at law or in equity. The parties agree to execute such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Consent.

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