Legal Material Release Form

LEGAL MATERIAL RELEASE FORM

This Legal Material Release Form ("Release") is made and entered into as of Effective Date: by and between Releasor Name: whose address is Releasor Address: and Releasee Name: whose address is Releasee Address: (collectively, the "Parties").

RECITALS

WHEREAS, Releasor possesses certain materials, information and physical or electronic items described herein that Releasor owns or controls and which may be protected by intellectual property, privacy or proprietary rights; and

WHEREAS, Releasee desires to obtain custody of, license to use, or otherwise be permitted to possess and use such materials for the purposes set forth below, and Releasor is willing to grant such rights subject to the terms of this Release; and

WHEREAS, the Parties intend by this Release to fix and settle their respective rights and obligations with respect to the described materials.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

1. DEFINITIONS

For purposes of this Release, "Materials" means all documents, data, recordings, correspondence, samples, models, source code, designs, drawings, tangible items and electronically stored information delivered, disclosed or otherwise made available to Releasee by Releasor on or before the Effective Date and during the Term, including any copies, extracts and summaries thereof.

2. GRANT OF RELEASE AND LICENSE

Releasor hereby irrevocably releases, assigns and conveys to Releasee all right, title and interest in and to the Materials to the extent of Releasor's right to convey the same, and grants Releasee a perpetual, worldwide, royalty-free, transferable, sublicensable license to use, reproduce, distribute, modify, prepare derivative works of, publicly display and otherwise exploit the Materials for any lawful purpose, subject to the limitations set forth in this Release.

3. SCOPE OF MATERIALS AND DELIVERY

Description of Materials to be released (identify with specificity, including dates, file identifiers, physical identifiers and any accession numbers):

Documents Physical Items Audio/Visual Recordings Electronic Data Other

If Other, specify:

4. CONSIDERATION

As full and complete consideration for the release, assignment and license granted herein, Releasee shall provide to Releasor compensation as follows: Amount: Payment terms:

5. CONFIDENTIALITY; EXCEPTIONS

The Parties acknowledge that certain Materials may contain confidential or personally identifying information. Releasee shall maintain commercially reasonable administrative, technical and physical safeguards to protect confidential Materials and shall not disclose such Materials except as permitted by this Release. Notwithstanding the foregoing, this Release does not restrict disclosure of Materials that (a) are or become generally known to the public through no fault of Releasee, (b) are rightfully received from a third party without restriction, (c) are independently developed by Releasee without use of the Materials, or (d) are required to be disclosed by law, regulation or valid legal process, provided Releasee provides prompt notice to Releasor where legally permitted.

6. REPRESENTATIONS AND WARRANTIES

Releasor represents and warrants that (a) Releasor has good and sufficient authority to execute this Release and to grant the rights and releases herein; (b) to Releasor's knowledge, the Materials do not infringe the intellectual property rights of any third party other than those disclosed in writing to Releasee prior to the Effective Date; and (c) there are no outstanding agreements, encumbrances, or third-party rights that would prevent Releasor from conveying the rights granted hereby. Releasee represents and warrants that its use of the Materials will comply with applicable law and the terms of this Release.

7. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach of that Party's representations, warranties or obligations under this Release, except to the extent such claims are attributable to the indemnified Party's gross negligence or willful misconduct.

8. RETURN OR DESTRUCTION

Upon request by Releasor following termination or expiration of the rights granted herein, Releasee shall, at Releasor's election, promptly return or securely destroy all Materials and certify in writing that such return or destruction has been completed, except to the extent Releasee is required to retain copies by law or for archival purposes, in which case such retained copies shall remain subject to the confidentiality obligations of this Release.

9. TERM; TERMINATION

The rights and obligations granted in this Release shall commence on the Effective Date and, except for obligations that by their nature survive termination, shall continue indefinitely. Either Party may terminate this Release for material breach by the other Party that remains uncured thirty (30) days after written notice; termination shall not affect rights or obligations accrued prior to termination.

10. NOTICES

All notices required or permitted under this Release shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses below or such other address as a Party may designate in writing.

11. GOVERNING LAW

This Release shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties. Governing State or Jurisdiction:

12. ENTIRE AGREEMENT

This Release constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter.

13. SEVERABILITY

If any provision of this Release is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remainder of this Release shall remain in full force and effect and shall be construed so as to effectuate the Parties' intent to the fullest extent permitted by law.

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Release shall be effective unless in writing and signed by both Parties. No waiver of any breach shall constitute a waiver of any other breach. This Release 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.

15. MISCELLANEOUS

The Parties acknowledge that they have had the opportunity to seek independent legal advice and that they enter into this Release voluntarily and with full knowledge of its significance.

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