Legal Removal Letter

LEGAL REMOVAL LETTER

This Legal Removal Letter (the "Letter") is made as of by and between Client Name: with primary address at , and Recipient Name: with primary address at . Client and Recipient are hereinafter collectively referred to as the Parties.

RECITALS

WHEREAS, Client asserts ownership of or authority over the property, role, account, access, listing, or record described below and seeks removal of the specified item, person, or authorization; and

WHEREAS, Recipient currently maintains custody, control, or authority over the subject matter and is in a position to effect the removal; and

WHEREAS, the Parties desire to set forth their respective obligations, timelines and remedies related to the removal.

NOW, THEREFORE

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

1. DESCRIPTION OF SUBJECT

The item(s), person(s), authorization(s), or record(s) to be removed (collectively, the "Subject") are described as follows:

2. REMOVAL DIRECTIVE

Recipient shall remove the Subject from its system, records, premises, accounts, listings, access lists, and any public or private display under Recipient's control, and shall terminate any authorization or access related to the Subject. The Removal shall be effective on .

Immediate removal is requested: Cure period (if applicable): days from receipt of this Letter.

3. ACTIONS REQUIRED

Without limiting the foregoing, Recipient shall:

Recipient shall provide written confirmation of completion by the Removal effective date or within the cure period stated above, stating the actions taken and attaching any supporting documentation required by Client.

4. RETURN OF PROPERTY AND ACCESS TERMINATION

If the Subject includes tangible property, Recipient shall return such property to Client in the same condition, reasonable wear and tear excepted, at Recipient's expense, by the Removal effective date. If the Subject includes electronic access or credentials, Recipient shall immediately revoke access and change associated credentials upon removal.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has the full right, power and authority to enter into and perform this Letter; (b) the execution, delivery and performance of this Letter have been duly authorized by all necessary corporate or other action; and (c) this Letter constitutes a valid and binding obligation enforceable in accordance with its terms.

6. INDEMNIFICATION AND REMEDIES

Recipient shall indemnify, defend and hold harmless Client from and against any losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of Recipient's failure to comply with the obligations set forth in this Letter, or arising from any willful or negligent acts or omissions of Recipient related to the Subject.

In addition to damages, Client shall be entitled to seek injunctive or equitable relief to enforce removal obligations where such relief is appropriate.

7. CONFIDENTIALITY

The Parties agree that any non-public information exchanged in connection with the performance of this Letter shall be maintained in confidence and used solely for the purposes of effecting the removal, except as required by law or court order.

8. NOTICES

All notices required or permitted under this Letter shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or by electronic mail with confirmation of transmission to the addresses set forth below, or to such other address as either Party may designate in writing.

9. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles.

10. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

This Letter constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Letter is held invalid or unenforceable, the remainder of the Letter shall remain in full force and effect. This Letter may be amended only by a written instrument executed by both Parties.

11. WAIVER; COUNTERPARTS

No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default. 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.

12. SURVIVAL

The Parties agree that provisions of this Letter that by their nature should survive termination or completion of the Removal (including indemnification and confidentiality) shall so survive.

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