Legal Materials Release Form

LEGAL MATERIALS RELEASE FORM

This Legal Materials Release Form (the "Agreement") is entered into as of by and between Disclosing Party: with address: , and Receiving Party: with address: .

RECITALS

WHEREAS, Disclosing Party is the lawful holder, possessor, or custodian of certain documents, records, materials and information described below (collectively, the "Materials"); and

WHEREAS, Receiving Party has requested access to the Materials for the Permitted Use defined herein, and Disclosing Party is willing to release the Materials subject to the terms and conditions of this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope of release, limitations, and the respective rights and obligations of the parties with respect to the Materials.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Materials" means all documents, files, recordings, electronic data, correspondence, physical items, work product, expert reports, pleadings, and related information that Disclosing Party furnishes to Receiving Party under this Agreement, whether produced before or after the Effective Date.

1.2 "Confidential Information" means any portion of the Materials that is designated as confidential in writing by Disclosing Party or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, excluding information that is or becomes publicly known through no breach of this Agreement.

2. DESCRIPTION OF MATERIALS

Documents and correspondence
Electronically stored information (ESI)
Physical exhibits, originals, or samples
Other (describe below)

3. GRANT OF RELEASE

3.1 Subject to the terms and limitations of this Agreement, Disclosing Party hereby releases, transfers, and/or licenses to Receiving Party the right to receive, inspect, reproduce, copy, and use the Materials for the Permitted Use defined in Section 4. This release includes the right to make reasonable reproductions and to incorporate non-privileged portions of the Materials into Receiving Party's files and work product.

3.2 This Agreement does not constitute a transfer of ownership in physical items unless expressly stated; title to originals shall remain with Disclosing Party unless a written instrument of transfer is executed.

4. PERMITTED USE

Use of the Materials by Receiving Party is limited strictly to the Permitted Use. Any use beyond the Permitted Use requires the prior written consent of Disclosing Party. Receiving Party shall not use the Materials to assert against Disclosing Party any claim not contemplated by this Agreement.

5. CONFIDENTIALITY; PRIVILEGE

5.1 Receiving Party shall maintain the confidentiality of Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Receiving Party shall not disclose Confidential Information to third parties except as expressly permitted by this Agreement or required by law, and then only upon providing prompt notice to Disclosing Party where legally permissible.

5.2 Nothing in this Agreement is intended to waive, prejudice, or otherwise affect claims of attorney-client privilege, work product protection, or other legal privileges, except where Disclosing Party expressly and knowingly waives such privileges in a separate written instrument.

6. REPRESENTATIONS AND WARRANTIES

6.1 Disclosing Party represents and warrants that it has the right and authority to release the Materials as provided herein and that, to the best of its knowledge, the release of the Materials does not violate any contractual or legal obligation to a third party, except as disclosed in writing to Receiving Party.

6.2 Receiving Party represents and warrants that it will use the Materials only for the Permitted Use, that it will not knowingly use the Materials for any unlawful purpose, and that it will comply with applicable laws and court orders relating to the Materials.

7. INDEMNIFICATION

Receiving Party shall indemnify, defend, and hold harmless Disclosing Party and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Receiving Party's use, dissemination, or misuse of the Materials in breach of this Agreement.

8. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including lost profits, arising out of or related to this Agreement, even if advised of the possibility of such damages.

9. RETENTION AND RETURN

Upon expiration of the retention period or upon written request by Disclosing Party, Receiving Party shall return or destroy the Materials as directed, certify in writing that destruction has been completed, and, where required by law, maintain records of destruction for the applicable statutory period.

10. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party designates in writing. Notices shall be effective upon receipt.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. This Agreement 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.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles.

12.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.3 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 and understandings, whether written or oral.

13. MISCELLANEOUS

The parties acknowledge that they have had the opportunity to seek independent legal advice and that they enter into this Agreement voluntarily and with full understanding of its terms.

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