Legal Management Letter Consent

LEGAL MANAGEMENT LETTER CONSENT

This Legal Management Letter Consent (the Consent) is made effective as of by and between Client Name: (Client) and Legal Counsel: (Counsel).

RECITALS

WHEREAS, Counsel has prepared or will prepare a legal management letter dated (the Management Letter), setting forth observations, legal advice and/or recommendations regarding Client's compliance, internal controls, litigation exposure, or regulatory matters; and

WHEREAS, Client desires that Counsel may disclose or provide excerpts of the Management Letter to certain third parties for the limited purposes set forth herein, and Counsel is willing to allow such disclosure subject to the terms and conditions of this Consent; and

WHEREAS, the parties intend by this Consent to limit the scope of disclosure, preserve applicable privileges where possible, and allocate responsibilities and liabilities arising from any permitted disclosures.

NOW THEREFORE

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

1. CONSENT TO DISCLOSURE

Client hereby authorizes Counsel to disclose the Management Letter, or portions thereof, to the Authorized Recipients identified in Section 3 below, solely for the Permitted Purpose described in Section 2. Such disclosure is limited to the text and exhibits expressly identified in writing by Client prior to disclosure, and Counsel shall not disclose any additional privileged or confidential materials absent further written consent from Client.

2. SCOPE AND PURPOSE

The Permitted Purpose of disclosure is limited to:

Counsel shall use reasonable efforts to redact attorney work product and legal strategies where feasible prior to disclosure; provided, however, that Client acknowledges that certain legal conclusions contained in the Management Letter may reveal privileged communications and that disclosure to third parties may affect or waive privileges as set forth in Section 4.

3. AUTHORIZED RECIPIENTS

The Management Letter may be provided only to the following Authorized Recipients and for the Permitted Purpose:

Any change to the list of Authorized Recipients requires prior written consent from Client, which may be provided by electronic mail directed to the Notice Address in Section 8.

4. CONFIDENTIALITY; PRIVILEGE

Client understands and agrees that disclosure of the Management Letter to third parties may result in partial or complete waiver of attorney-client privilege or work-product protection with respect to the disclosed information. Client expressly instructs Counsel to proceed with disclosure pursuant to this Consent and accepts the risk of such waiver to the extent of the materials disclosed. Counsel shall, however, use reasonable measures to limit the waiver by: (a) redacting non-essential privileged material; (b) providing disclosure only to Authorized Recipients; and (c) marking disclosed documents "CONFIDENTIAL" where appropriate.

5. REPRESENTATIONS AND WARRANTIES

Client represents and warrants that: (a) it has full authority to grant the consents contained herein; (b) the Authorized Recipients identified above have a legitimate need to receive the Management Letter for the Permitted Purpose; and (c) it will notify Counsel promptly in writing of any change in circumstances that would affect this Consent.

6. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Counsel and its partners, employees and agents from and against any and all liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees, arising out of or relating to Counsel's disclosure of the Management Letter made in accordance with this Consent, except to the extent such liabilities arise from Counsel's gross negligence or willful misconduct.

7. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM COUNSEL'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS CONSENT REGARDLESS OF THE THEORY OF LIABILITY.

8. NOTICES

All notices required or permitted under this Consent shall be in writing and sent to the notice addresses above and shall be deemed given when received.

9. AMENDMENTS; WAIVER

This Consent may be amended or modified only by a written instrument executed by both parties. No waiver of any provision of this Consent shall be effective unless in writing and signed by the party granting the waiver.

10. GOVERNING LAW

This Consent shall be governed by and construed in accordance with the laws of the state indicated below, without regard to conflict of law principles.

11. ENTIRE AGREEMENT; SEVERABILITY

This Consent constitutes the entire agreement between the parties with respect to its subject matter 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 continue in full force and effect.

12. COUNTERPARTS

This Consent 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. Facsimile, PDF or other electronic copies of signatures shall be binding as originals.

ADDITIONAL PROVISIONS

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