Legal Deposit Instructions

LEGAL DEPOSIT INSTRUCTIONS

These Legal Deposit Instructions (the "Instructions") are entered into as of Effective Date: by and between Depositor Name: with principal address: and Depository Name: with principal address: .

Recitals

WHEREAS, Depositor is the owner or lawful custodian of certain documents, instruments, evidentiary materials, confidential records or other items described herein, and desires a secure deposit and controlled release of such materials; and

WHEREAS, Depository is in the business of receiving, storing and releasing deposited materials under written instructions and agrees to accept custody of the items delivered in accordance with the terms and conditions set forth below; and

WHEREAS, the parties wish to set forth their mutual agreement regarding the manner, conditions and authorization for the deposit, storage, maintenance, and release of the deposited materials.

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

1. Definitions

1.1 "Deposited Materials" means the documents, instruments, electronic media, originals or copies described in Section 2 below and any ancillary items delivered to Depository under these Instructions.

1.2 "Authorized Release Event" means a condition or event specified in Section 5 that, upon occurrence and compliance with the release requirements, entitles the Recipient to demand and receive Deposited Materials.

2. Description and Delivery of Deposited Materials

Depository shall accept delivery of the Deposited Materials only upon receipt of a written inventory signed by Depositor and acknowledgment of receipt by Depository. Depository's acceptance is limited to the physical and apparent condition of the delivered items and does not constitute representation as to title or authenticity.

3. Storage, Custody and Access

Depository shall store the Deposited Materials in a secure facility, exercising reasonable care consistent with storage practices for similar property. Depository will restrict access to persons authorized in writing by Depositor and will maintain a record of all access, removals, and returns.

4. Security and Insurance

Depository shall maintain commercially reasonable physical security measures for the Deposited Materials. Unless otherwise agreed in writing, Depository is not liable for loss except to the extent caused by Depository's gross negligence or willful misconduct.

5. Release Conditions and Authorization

Depository shall release the Deposited Materials only upon receipt of a written release request that satisfies the release conditions set forth in this Section. Release shall be effected only to an authorized recipient who establishes identity and authority as required below.

Required proof for release (select those applicable):

Copy of government-issued identification
Written authorization signed by Depositor
Court order or other judicial process

6. Fees and Charges

Depository shall be entitled to reasonable fees for acceptance, storage, retrieval and release of Deposited Materials as agreed by the parties. Fees shall be due upon invoice and payable within thirty (30) days unless otherwise agreed in writing.

7. Liability, Indemnity and Limitation of Remedies

Depository's liability for loss, damage or destruction of Deposited Materials shall be limited to proven direct damages and shall not include incidental, consequential or punitive damages. Depositor shall indemnify, defend and hold harmless Depository from and against any claims arising out of or relating to the contents, ownership, authenticity, or legality of the Deposited Materials, except to the extent caused by Depository's gross negligence or willful misconduct.

8. Term; Termination; Return of Materials

These Instructions shall remain in effect until terminated by mutual written agreement of the parties or until all Deposited Materials have been lawfully released in accordance with Section 5. Upon termination, Depository shall return the Deposited Materials to Depositor or as otherwise directed in writing by Depositor, subject to any outstanding fees or lawful restraints on release.

9. Notices

All notices, requests, demands and other communications under these Instructions shall be in writing and shall be delivered to the addresses below by hand, certified mail (return receipt requested), nationally recognized overnight courier, or other method agreed in writing.

10. Governing Law; Venue

These Instructions shall be governed by and construed in accordance with the laws of the jurisdiction of the Depository's principal place of business, without regard to rules governing choice of law. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising under or in connection with these Instructions.

11. Entire Agreement; Amendments; Severability; Counterparts; Waiver

These Instructions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements and understandings. Any amendment or modification shall be in a written instrument signed by both parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure to enforce any right or provision shall not constitute a waiver of such right or provision. These Instructions may be executed in counterparts, each of which shall be deemed an original.

12. Authorized Signatories and Contact Information

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