Representative Use Authorization

REPRESENTATIVE USE AUTHORIZATION

Authorizing Party Name:

Representative Name:

Recitals

WHEREAS, Authorizing Party is the lawful owner or authorized controller of certain property, information, and access rights described herein and desires to permit Representative to use such property and exercise limited rights on the terms set forth below; and

WHEREAS, Representative has the qualifications, experience, and authority to perform the authorized uses and has represented to Authorizing Party that Representative will perform such uses in a professional manner consistent with applicable law and industry standards;

WHEREAS, the parties desire to set forth in writing the scope, duration, compensation (if any), and other terms under which Representative shall be authorized to use the property, access information, and act on behalf of Authorizing Party for the limited purposes described below.

Scope of Use

Representative is hereby authorized, subject to the terms and limitations of this Authorization, to access, use, and otherwise exercise the following rights on behalf of Authorizing Party:

Representative shall exercise the authorized uses only to the extent necessary to accomplish the stated purposes and shall not disclose, transfer, or permit third-party access to any Authorizing Party materials except as expressly permitted in writing by Authorizing Party.

Payment Terms

Compensation, if any, for Representative's services and use rights shall be as follows.

Term and Termination

This Authorization commences on and terminates on unless earlier terminated pursuant to this Agreement.

Either party may terminate this Authorization without cause by providing written notice to the other party not less than days prior to the effective date of termination. Authorizing Party may terminate immediately for cause upon written notice if Representative breaches any material term of this Authorization, engages in willful misconduct, or jeopardizes Authorizing Party's property or data.

Confidentiality

Representative acknowledges that in the performance of authorized uses, Representative may receive or have access to confidential or proprietary information of Authorizing Party. Representative agrees to hold such information in strict confidence, to use it solely for the permitted purposes under this Authorization, and to implement reasonable safeguards to prevent unauthorized disclosure. Confidential information does not include information that is or becomes public through no fault of Representative, is rightfully known to Representative prior to disclosure, or is independently developed without use of Authorizing Party's confidential information.

Representations, Indemnification and Compliance

Each party represents that it has full authority to enter into this Authorization. Representative shall comply with all applicable laws, rules and regulations in exercising the authorized uses. Representative shall indemnify, defend and hold harmless Authorizing Party from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from Representative's negligence, willful misconduct, or breach of this Authorization.

Governing Law

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

Entire Agreement; Amendments

This Authorization constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations and discussions, whether oral or written. Any amendment or modification to this Authorization must be in writing and signed by duly authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Authorization is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right or provision shall not constitute a waiver of future enforcement of that right or provision. Neither party may assign this Authorization without the prior written consent of the other, except that Authorizing Party may assign to an affiliate or successor by operation of law.

Notices under this Authorization shall be in writing and delivered to the addresses provided below or to such other address as a party designates by written notice to the other.

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