Legal File Release Agreement

LEGAL FILE RELEASE AGREEMENT

This Legal File Release Agreement (the Agreement) is made and entered into as of , by and between Releasing Party: (hereinafter "Custodian"), and Receiving Party: (hereinafter "Recipient").

RECITALS

WHEREAS, Custodian is the legal custodian of a file and related materials pertaining to the matter identified as Case Name: , File No.: , originally opened on , .

WHEREAS, Recipient has requested that Custodian release custody, possession and control of the File Materials to Recipient, and Custodian is willing to do so subject to the terms and conditions set forth herein.

WHEREAS, the parties desire to set forth the terms under which Custodian will release the File Materials and to allocate responsibility for costs, retention, confidentiality, and indemnity associated with such release.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "File Materials" means all physical and electronic documents, correspondence, pleadings, exhibits, discovery, notes, and other materials maintained in Custodian's file for the Case Name and File No. identified above, whether originals or copies.

2. AUTHORIZATION TO RELEASE

2.1 Custodian shall, subject to the terms of this Agreement, release possession and control of the File Materials to Recipient. Release shall include the physical transfer and, where applicable, the provision of electronic copies in the format agreed between the parties.

2.2 Custodian represents that to the best of its knowledge the File Materials identified for release are complete and accurate as of the Release Date, subject to the limitations stated in this Agreement.

3. SCOPE OF RELEASE

The parties acknowledge and agree that the File Materials released pursuant to this Agreement shall be limited as follows:

Included Materials Originals Copies Electronic files Exhibits/Attachments

Privileged materials, work product, or other documents protected by law or ethical rules shall not be released unless Custodian has obtained a written waiver of privilege and an express written instruction from the party entitled to assert such privilege. Recipient acknowledges that Custodian may redact privileged matter prior to release.

4. DELIVERY, COSTS AND TIMING

4.1 Delivery Method: Custodian shall deliver the File Materials to Recipient by the following method:

4.2 Costs: Recipient shall be responsible for reasonable reproduction, shipping, storage retrieval, and handling fees incurred in connection with the preparation and delivery of the File Materials. Amount agreed: $ . Payment shall be due upon presentation of invoice by Custodian and prior to release unless otherwise agreed in writing.

5. INVENTORY AND ATTACHMENTS

6. CONFIDENTIALITY AND PRIVILEGE

Recipient acknowledges that certain items within the File Materials may be confidential or privileged. Recipient agrees to treat all File Materials as confidential and not to disclose or use any privileged material except as authorized in writing by the privilege holder. Recipient shall defend, indemnify and hold Custodian harmless from any claim, loss, or expense arising from unauthorized disclosure by Recipient.

7. RETENTION AND DESTRUCTION

If Custodian retains duplicates, Custodian may destroy retained duplicates after a period of unless otherwise instructed in writing. Custodian shall not dispose of originals absent express written authorization from the party entitled to possession of such originals.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Agreement and to perform its obligations hereunder. Custodian warrants that, to the best of its knowledge, no third party has a superior right to possession of the File Materials other than as disclosed in writing to Recipient prior to execution of this Agreement.

9. INDEMNIFICATION

Recipient shall indemnify, defend and hold Custodian harmless from and against any and all claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees, arising out of Recipient's receipt, possession, use or disclosure of the File Materials, except to the extent caused by Custodian's gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR STRICT LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by written notice:

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

13. 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.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the invalid provision shall be replaced by a valid provision that most closely effects the parties' intent.

15. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver thereof. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

16. ACCEPTANCE AND ACKNOWLEDGMENT

Recipient acknowledges receipt of the File Materials upon Custodian's delivery and agrees to the terms and conditions of this Agreement. Recipient specifically acknowledges responsibility for the safekeeping of originals and any legal consequences arising from loss or disclosure.

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