Legal Waiver of Privilege

LEGAL WAIVER OF PRIVILEGE

This Legal Waiver of Privilege (the Waiver) is made and entered into as of by and between Client Name: , with address: and Recipient Name: , with address: .

RECITALS

WHEREAS, Client is or may become a party to certain matters or proceedings described as: (the Matter); and

WHEREAS, in connection with the Matter, certain communications, documents and materials that may otherwise be protected by the attorney-client privilege, work-product doctrine or other confidentiality protections were created during the period from through (the Relevant Period); and

WHEREAS, Client wishes to waive, to the extent set forth herein, any applicable privilege or protection for select communications or materials to permit the Recipient to use such materials for the limited purposes specified in this Waiver.

NOW, THEREFORE

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

1. DEFINITIONS

For purposes of this Waiver:

a) "Privileged Information" means communications, documents, writings, electronic files, notes and tangible materials prepared by or for Client, Client's counsel, or at their direction, and any work product prepared in anticipation of or in connection with the Matter, specifically described as:

b) "Purpose" means the limited uses set forth in Section 3 of this Waiver, including use in litigation, regulatory investigations, insurance matters or settlement discussions relating to the Matter.

2. EXPRESS WAIVER

Client hereby knowingly and voluntarily waives any attorney-client privilege, attorney work-product protection and any other applicable protection or confidentiality right that Client or Client's counsel could assert with respect to the Privileged Information described above, but solely to the extent necessary for the Recipient to use such Privileged Information for the Purpose and only in accordance with the terms and limitations set forth in this Waiver.

The waiver is limited to the Privileged Information identified in the privileged_materials_description field and to disclosures made to:

Recipient or Recipient's counsel, parties to the Matter, and courts, tribunals or regulatory authorities that require review of such materials in connection with the Purpose. Recipient may not disclose Privileged Information to other third parties except as expressly authorized in writing by Client.

3. SCOPE AND LIMITATIONS

a) The waiver is strictly limited to the Privileged Information and the Relevant Period and does not constitute a general or unlimited waiver of privilege as to other communications, documents, or time periods not expressly described in this Waiver.

b) Recipient shall use Privileged Information only for the Purpose and shall take reasonable measures to preserve confidentiality to the extent consistent with the permitted use. Recipient shall not assert or rely upon the Privileged Information in any proceeding beyond the Purpose without the prior written consent of Client.

4. AUTHORITY TO WAIVE

Client represents and warrants that the individual executing this Waiver on behalf of Client has full authority to waive the privileges and protections identified herein. Client further represents that, prior to executing this Waiver, Client has consulted with or had the opportunity to consult with legal counsel regarding the consequences of this Waiver.

Has Client consulted outside counsel regarding this waiver? Yes No

5. NO ADMISSION

Nothing in this Waiver shall be construed as an admission of liability, fault, or wrongdoing by any party for any purpose, nor shall it be construed as a concession as to the relevance or admissibility of any evidence outside the narrow scope permitted by this Waiver.

6. INDEMNIFICATION

Client agrees to indemnify, defend and hold harmless Recipient from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of any breach of Client's representations, warranties or obligations under this Waiver, except to the extent such losses arise from Recipient's willful misconduct or unauthorized disclosure.

7. NOTICES

Notices to Client

Notices to Recipient

Notices shall be effective upon receipt when delivered personally, by overnight courier, or by certified mail, return receipt requested, to the addresses provided above, or such other address as a party may designate by notice in accordance with this Section.

8. AMENDMENT; WAIVER

This Waiver may be amended or modified only by a written instrument executed by both parties. No failure or delay by either party in exercising any right under this Waiver shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude other or further exercises of that right.

9. GOVERNING LAW

This Waiver shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

10. ENTIRE AGREEMENT

This Waiver 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, regarding the waiver of privilege addressed herein.

11. SEVERABILITY

If any provision of this Waiver is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties to the greatest extent permitted by law.

12. COUNTERPARTS

This Waiver 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. Facsimile, photographic or electronic signatures shall be deemed original signatures for all purposes.

EXECUTION

The parties acknowledge that they have read and understand the terms of this Waiver, have had the opportunity to seek independent counsel, and knowingly and voluntarily execute this Waiver intending to be legally bound.

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