Non-Client Authorization Template

NON-CLIENT AUTHORIZATION AGREEMENT

This Non-Client Authorization Agreement (the "Agreement") is entered into by and between Authorizing Party: and Authorized Representative: .

WHEREAS

WHEREAS, Authorizing Party maintains certain information, records, or rights concerning a non-client individual or entity identified as Non-Client Name: (the "Non-Client"); and

WHEREAS, Authorizing Party desires to authorize the Authorized Representative to act on behalf of Authorizing Party, within the scope set forth below, with respect to the Non-Client for the limited purposes described herein; and

WHEREAS, the Authorized Representative accepts the authorization subject to the terms and conditions of this Agreement.

SCOPE OF WORK

The Authorized Representative is authorized to perform the following actions on behalf of the Authorizing Party with respect to the Non-Client:

Specific categories of authorized activities (check all that apply):

Access and obtain records Make inquiries and communications Execute specified documents

PAYMENT TERMS

In consideration for the services and access provided under this Agreement, Authorizing Party shall pay Authorized Representative as follows:

All fees are due in United States dollars unless otherwise agreed in writing. Authorizing Party shall be responsible for any reasonable costs of collection, including attorneys' fees, if payment is not made as agreed.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for any reason upon providing written notice to the other party no fewer than Notice Period (days): days prior to the effective date of termination. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by Authorizing Party or Non-Client to Authorized Representative, whether written, oral, electronic or other form, that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The Authorized Representative shall: (a) maintain Confidential Information in strict confidence and use at least the same degree of care to protect it as the Authorized Representative uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly authorized in writing by Authorizing Party or as required by law; and (c) use Confidential Information solely for the purpose of performing the authorized activities set forth in this Agreement. The obligation of confidentiality shall not apply to information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of or reference to the Confidential Information; or (iv) is required to be disclosed by law or court order, provided that the Authorized Representative gives prompt written notice to Authorizing Party and cooperates with Authorizing Party in seeking protective measures.

The obligations under this Confidentiality section shall survive termination or expiration of this Agreement for a period of five (5) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, negligent acts, or willful misconduct in connection with the authorized activities. The indemnified party shall provide prompt written notice of any claim and shall cooperate in the defense and settlement of any claim.

NOTICES

Notices shall be deemed given when delivered in person, when sent by confirmed overnight courier, or three (3) business days after deposit in the U.S. Mail, postage prepaid, addressed to the party at the address set forth above or such other address as a party may designate by notice.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, understandings, negotiations and communications relating thereto. Any amendment or modification must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign to an acquirer of all or substantially all of its assets or equity.

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