Portfolio Access Request

PORTFOLIO ACCESS REQUEST

Parties and Requestor Information

Recitals

WHEREAS, Portfolio Owner: owns and maintains a portfolio of materials, assets and related information identified as Portfolio Identifier: for business and contractual purposes;

WHEREAS, Requestor seeks authorized access to the portfolio solely for the Purpose of Access: and the parties desire to set forth the terms, limitations and conditions governing such access; and

WHEREAS, the parties intend that access be limited to the Scope, duration and use restrictions set forth below and that confidentiality, data protection and ownership rights be preserved.

Portfolio Details and Access Requested

Scope of Work

Access Term and Termination

Access Term Start Date: — Access Term End Date: . Access will automatically terminate on the End Date unless earlier terminated in accordance with this Agreement.

Either party may terminate this request for convenience upon written notice of days to the other party. Termination for cause may be effected immediately if a material breach is not cured within days after written notice specifying the breach.

Payment Terms

Requestor agrees to pay Portfolio Owner fees as set forth below. Total Fee: $.

Late Payment: Any undisputed past-due amounts shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by law. Requestor shall also reimburse reasonable collection costs and attorneys' fees.

Confidentiality

All non-public information and materials provided or accessed pursuant to this request (collectively, "Confidential Information") shall be held in strict confidence. Requestor shall not use Confidential Information except to the extent necessary to perform the Scope of Work and shall not disclose Confidential Information to any third party without the prior written consent of Portfolio Owner. Reasonable safeguards consistent with industry standards must be employed to protect Confidential Information.

Intellectual Property and Use Restrictions

All portfolio content, including derivative works and metadata, remains the exclusive property of Portfolio Owner unless otherwise agreed in writing. Requestor receives only a limited, non-exclusive right to use portfolio materials in accordance with this Agreement. Any rights granted hereunder shall automatically revert upon termination and Requestor shall cease all further use and, at Owner's election, return or certify destruction of Confidential Information.

Representations, Warranties and Liability

Each party represents that it has the authority to enter into this Agreement. Portfolio Owner warrants only that, to its knowledge, it has the rights necessary to grant the access requested. EXCEPT AS PROVIDED HEREIN, NEITHER PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LIABILITY OF EACH PARTY SHALL BE LIMITED TO DIRECT DAMAGES ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law. The parties agree to submit disputes to the exclusive jurisdiction of the courts located within that state unless they mutually agree otherwise in writing.

Entire Agreement

This document constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior discussions and agreements, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Requestor Certification

By submitting this Portfolio Access Request, Requestor certifies that the foregoing information is accurate, that access will be used only for the purpose described, and that Requestor will comply with the terms and restrictions set forth herein.

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