Legal OSR Form

Legal OSR Form

This Off-Site Records Release (the "OSR Agreement") is entered into as of by and between Custodian Name: (the "Custodian") and Requestor Name: (the "Requestor").

RECITALS

WHEREAS, Custodian maintains certain off-site records and materials stored at an off-site facility, identified by location and storage designation, under Custodian's custody and control; and

WHEREAS, Requestor requests the release, retrieval, or delivery of specified records for the limited purpose stated below and agrees to assume responsibility for security, lawful use, and any costs associated with such release;

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. Authorization and Scope of Release

1.1 Authorization. Custodian hereby authorizes, for the limited scope and duration set forth in this Agreement, the release, retrieval, inspection, copying, and delivery of the records described in Section 2 to Requestor or Requestor's authorized representative. This authorization is strictly limited to those records and purposes expressly identified in this Agreement.

1.2 Conditions Precedent. Custodian shall have no obligation to release records until Requestor has: (a) executed this Agreement; (b) provided satisfactory identification; (c) paid any fees assessed under Section 4; and (d) complied with any facility access or security requirements presented by Custodian.

2. Description of Records

2.1 Records Description. Requestor describes the records to be released as follows:

2.2 Date Range. The date range for requested records is: From To .

3. Purpose and Authorized Use

Requestor represents that the records requested will be used solely for the following lawful purpose(s): . Requestor shall not use or disclose records for any purpose beyond that stated without obtaining a further written release from Custodian or other lawful authority.

4. Delivery, Fees, and Payment

4.1 Delivery Method. Delivery shall be made via the method selected below. Select all that apply:

Physical pickup Courier delivery Electronic copy

4.2 Delivery Address (if applicable):

4.3 Fees. Requestor agrees to pay Custodian's customary fees and charges for retrieval, copying, and delivery. Agreed fee: $. Payment due within days of billing.

5. Confidentiality and Compliance

5.1 Compliance with Law. Requestor shall use and safeguard records in compliance with all applicable privacy, data protection, and records laws and regulations governing the records' confidentiality and disclosure.

5.2 Confidentiality. Requestor shall maintain the confidentiality of all records received, shall restrict access to authorized personnel only, and shall not disclose records to third parties except as permitted by law or expressly authorized in writing by Custodian.

6. Indemnification

Requestor shall indemnify, defend, and hold harmless Custodian, its officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Requestor's receipt, use, possession, disclosure, or destruction of the released records, except to the extent such claims arise from Custodian's gross negligence or willful misconduct.

7. Limitation of Liability

Custodian makes no warranties, express or implied, regarding the completeness, accuracy, or condition of the records. Custodian's liability for any claim arising under this Agreement shall be limited to direct damages and in no event shall Custodian be liable for special, incidental, consequential, or punitive damages.

8. Retention, Return, and Destruction

8.1 Return or Destruction. Upon completion of the authorized use, Requestor shall, at Custodian's option, return all physical records and copies or certify in writing the secure destruction of same. Requestor shall provide such certification to Custodian within days of completion of use.

8.2 Continuing Custody. Custodian's custody obligations are limited to those expressly set forth herein. Custodian has no obligation to maintain custody of records beyond the scope and terms of this Agreement unless otherwise agreed in writing.

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or a nationally recognized courier service. Notice is effective upon receipt.

10. Governing Law; 11. Entire Agreement; 12. Severability

10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified here: , without regard to its conflicts of law principles.

11. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed to the minimum extent necessary to render it enforceable.

13. Amendments; Waiver; Counterparts

13.1 Amendments. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

13.2 Waiver. The failure of a party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.

13.3 Counterparts. 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.

CERTIFICATION

Requestor certifies that it has the authority to request and receive the specified records and that all information provided in this Agreement is true and correct. Requestor further certifies that it will use the records lawfully and in accordance with the confidentiality obligations set forth herein.

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