Legal Letter of Consent

LEGAL LETTER OF CONSENT

This Letter of Consent (the "Letter") is made effective as of Day of Month in the Year , by and between Consenting Party Name: (hereinafter "Consenting Party"), entity type: Individual Corporation Limited Liability Company, with principal address ; and Requesting Party Name: (hereinafter "Requesting Party"), entity type: Individual Corporation Limited Liability Company, with principal address .

RECITALS

WHEREAS, Requesting Party has requested the consent of the Consenting Party to the action(s) and transaction(s) described below, and the Consenting Party is willing to grant such consent on the terms and conditions set forth in this Letter;

WHEREAS, the parties wish to set forth the scope and limitations of the consent, together with certain representations, warranties and remedies concerning that consent;

WHEREAS, capitalized terms used but not defined in this Letter shall have the meanings ascribed to them in Section 12 (Entire Agreement) unless the context otherwise requires.

NOW, THEREFORE

In consideration of the mutual covenants, representations and warranties contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. CONSENT

1.1 Grant of Consent. Subject to the terms and conditions of this Letter, Consenting Party hereby grants to Requesting Party a limited, non-exclusive, non-transferable consent to:

Describe scope of consent:

1.2 Limitations. The consent described in Section 1.1 is strictly limited to the purpose and activities expressly set forth above and does not constitute consent for any additional acts, assignments, sublicenses, transfers, or third-party rights except as expressly authorized in writing by Consenting Party.

2. CONDITIONS TO CONSENT

2.1 Pre-Conditions. The effectiveness of this Letter and the consent granted hereunder is conditioned upon Requesting Party's fulfillment of the following prior to undertaking activities under Section 1.1:

2.2 Continuing Conditions. Requesting Party shall remain in compliance with the conditions set forth in this Letter at all times while relying upon the consent. A material breach of any such condition shall be a basis for immediate revocation of consent under Section 7.

3. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has the full corporate or individual power and authority to execute and deliver this Letter and to perform its obligations hereunder; (b) this Letter constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms; and (c) the execution, delivery and performance of this Letter will not violate any other agreement or applicable law or result in the loss or impairment of any right of a third party.

4. INDEMNIFICATION

Requesting Party shall indemnify, defend and hold harmless Consenting Party and its officers, directors, employees and agents from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Requesting Party's use or misuse of the consent granted herein; (b) a breach of this Letter by Requesting Party; or (c) any third-party claim arising from Requesting Party's acts under the consent.

5. CONFIDENTIALITY

To the extent either party discloses Confidential Information in connection with the activities authorized by this Letter, the receiving party shall maintain such information in confidence using at least the same degree of care it uses to protect its own confidential information, and shall not use Confidential Information except as necessary to perform under this Letter. Confidential Information shall not include information that is publicly known other than by breach of this Letter or independently developed without use of the other party's Confidential Information.

6. TERM AND TERMINATION

6.1 Term. This Letter is effective as of the Effective Date and shall continue in effect until the earlier of (a) completion of the activities described in Section 1.1 to the reasonable satisfaction of Consenting Party, or (b) termination in accordance with Section 6.2.

6.2 Termination. Consenting Party may revoke or terminate the consent immediately upon written notice to Requesting Party if Requesting Party materially breaches any representation, warranty, obligation or condition under this Letter. Termination shall not affect any rights or obligations that accrued prior to termination.

7. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the parties at their respective addresses set forth below (or at such other address as a party may specify by notice in accordance with this Section):

Notices shall be deemed given on the date of personal delivery, on the date of transmission if transmitted by electronic mail with confirmed receipt, or three (3) business days after deposit with a nationally recognized overnight courier service, postage prepaid.

8. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Letter shall be effective unless made in writing and signed by duly authorized representatives of both parties. No failure or delay by any party in exercising any right under this Letter will operate as a waiver of such right.

9. GOVERNING LAW; VENUE

This Letter shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. Each party submits to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Letter.

10. ENTIRE AGREEMENT; SEVERABILITY

This Letter, together with any exhibit or schedule expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. If any provision of this Letter is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial intent of the invalid provision.

11. COUNTERPARTS; EXECUTION

This Letter 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 or facsimile means shall be deemed original signatures for all purposes.

12. ADDITIONAL PROVISIONS

12.1 Assignment. Neither party may assign or transfer any of its rights or obligations under this Letter without the prior written consent of the other party, except that a party may assign this Letter in connection with a merger, sale of substantially all of its assets, or change of control so long as the assignee assumes the assigning party's obligations under this Letter in writing.

12.2 Remedies. The rights and remedies provided in this Letter are cumulative and in addition to any other rights and remedies available at law or in equity, including injunctive relief where appropriate.

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