Legal Use and Disclosure Form

LEGAL USE AND DISCLOSURE FORM

This Legal Use and Disclosure Form is entered into as of by and between: Discloser Name: , Discloser Address: ; and Recipient Name: , Recipient Address: . Discloser and Recipient are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Discloser possesses certain information, records and materials, including but not limited to personal, financial, business and other confidential information, that Discloser desires to make available to Recipient under the terms set forth herein; and

WHEREAS, Recipient requires access to such information for the specific purposes described below and agrees to handle, use and disclose that information only as expressly authorized by this Form; and

WHEREAS, the Parties intend by this Form to set forth their mutual agreement regarding the scope, duration and conditions under which Discloser authorizes the use and further disclosure of the information identified below.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

"Confidential Information" means all non-public information disclosed by Discloser to Recipient, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, personal information, financial data, trade secrets, proprietary business information, contracts, claims files and legal records.

"Authorized Purpose" means the specific purpose for which the Recipient may use and/or further disclose Confidential Information as set forth in Section 3 of this Form.

2. AUTHORIZATION TO USE AND DISCLOSE

Discloser hereby authorizes Recipient to access, use and disclose Discloser's Confidential Information to the extent reasonably necessary to carry out the Authorized Purpose set forth below and subject to the terms and conditions of this Form. The Parties expressly limit disclosure to the categories of information checked below:

Categories of Information to Be Disclosed: Personal identity information (name, DOB, SSN or tax ID) Medical or health information Financial account and transactional data Legal records, claims, litigation materials Business confidential information and trade secrets Other:

Recipient may disclose Confidential Information only to its employees, contractors or agents who have a need to know for the Authorized Purpose and who are bound by confidentiality obligations at least as protective as those set forth herein. Recipient shall not sell, transfer or otherwise make available Confidential Information to any third party except as expressly provided in this Form or with Discloser's prior written consent.

3. AUTHORIZED PURPOSE

The Authorized Purpose for use and disclosure of the Confidential Information is: . Recipient shall limit use of Confidential Information strictly to activities necessary to accomplish the Authorized Purpose and shall not use the information for any other purpose without Discloser's written consent.

4. DURATION; EXPIRATION; REVOCATION

This authorization shall be effective from the Effective Date set forth above until unless earlier revoked in accordance with this Section. Discloser may revoke this authorization at any time by delivering a written notice of revocation to Recipient at the addresses set forth in Section 10; provided, however, that revocation shall not affect disclosures already made in reliance on this authorization prior to Recipient's receipt of the revocation notice.

5. CONFIDENTIALITY AND SECURITY

Recipient shall maintain administrative, technical and physical safeguards appropriate to the sensitivity of the Confidential Information and shall at a minimum: (a) restrict access to authorized personnel; (b) implement reasonable encryption, access controls and authentication protocols for electronic disclosures; (c) store physical records in locked facilities; and (d) promptly notify Discloser upon discovery of any unauthorized access, use or disclosure of Confidential Information.

Recipient shall require each permitted recipient to whom it discloses Confidential Information to execute written confidentiality obligations or otherwise be bound under law to maintain equivalent confidentiality protections.

6. RETURN OR DESTRUCTION

Upon expiration or termination of this authorization, or upon Discloser's written request, Recipient shall, at Discloser's election, return or irreversibly destroy the Confidential Information in Recipient's possession, including all copies, summaries and derivative materials, and shall certify in writing to Discloser the date and manner of such return or destruction.

7. REPRESENTATIONS; WARRANTIES; AUTHORITY

Discloser represents and warrants that it has the lawful authority to disclose the Confidential Information and to grant the rights set forth herein. Recipient represents that it will comply with all applicable laws and regulations in its use and disclosure of Confidential Information and that it will not take any action that would cause Discloser to be in violation of law or contract.

8. INDEMNIFICATION; LIABILITY

Recipient shall indemnify, defend and hold harmless Discloser from and against any and all liabilities, losses, claims, damages, fines, penalties and expenses (including reasonable attorneys' fees) arising out of Recipient's breach of this Form, negligent or willful misuse of Confidential Information, or violation of applicable law. Nothing in this Form shall be construed to limit any remedies available at law or equity for breach of confidentiality obligations.

9. NOTICES

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

10. MISCELLANEOUS

Governing Law: This Form shall be governed by and construed in accordance with the laws of the state identified by Discloser for governing law: , without regard to conflict of laws principles.

Entire Agreement: This Form constitutes the entire agreement of 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.

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

Amendment; Waiver: This Form may not be amended except by a written instrument signed by both Parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.

Counterparts: This Form 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. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

11. ADDITIONAL TERMS

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