Account Signer Agreement

ACCOUNT SIGNER AGREEMENT

This Account Signer Agreement (Agreement) is made and entered into as of by and between Account Holder Name: and Authorized Signer Name:

RECITALS

WHEREAS, Account Holder maintains one or more business accounts and desires to appoint and authorize an individual to execute instruments, endorse checks, initiate transfers, and otherwise transact business on behalf of the Account Holder in accordance with the terms of this Agreement; and

WHEREAS, Authorized Signer has represented that the Authorized Signer is willing and able to assume the duties and responsibilities described herein and that the Account Holder desires to grant such authority subject to the limitations set forth below.

WHEREAS, the parties agree that compensation, term, confidentiality and other commercial terms will be governed by the provisions set forth in this Agreement.

SCOPE OF AUTHORITY

The Account Holder hereby grants the Authorized Signer the authority to perform the following actions on behalf of the Account Holder with respect to the accounts identified below. The Authorized Signer shall exercise such authority only in accordance with the limitations and procedures set forth in this Agreement.

Specific powers granted include, without limitation: signature authority for checks and drafts up to the monetary threshold set forth below; authority to execute and deliver account-related agreements and instruments; authority to instruct transfers and wire transactions consistent with established internal controls and dual-authentication policies; and any ancillary acts reasonably necessary to effect the foregoing.

Checks and negotiable instruments   Electronic transfers and wires   Execution of routine account contracts   Investment instructions

PAYMENT TERMS

In consideration for the services and authority conferred under this Agreement, the Account Holder agrees to compensate the Authorized Signer as follows.

All payments are due in United States Dollars. Overdue amounts shall accrue interest and late fees as set forth above, and the Account Holder shall reimburse Authorized Signer for reasonable costs of collection, including attorneys' fees, if applicable.

TERM AND TERMINATION

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

Either party may terminate this Agreement without cause by providing written notice to the other party at least the number of days specified above. Termination for cause shall be immediate upon written notice for material breach, fraud, gross negligence, or willful misconduct. Upon termination, Authorized Signer shall promptly deliver or render inaccessible all instruments of authority and return any property and confidential information of the Account Holder.

CONFIDENTIALITY

Authorized Signer shall hold in strict confidence and shall not disclose, use or permit the use of any Confidential Information of the Account Holder except as necessary to perform authorized acts under this Agreement. "Confidential Information" means non-public information relating to the Account Holder's accounts, transactions, business operations, financial condition, customers and vendors. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years or longer as required by applicable law.

Exceptions: Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party without restriction, or is required to be disclosed by law, provided that the disclosing party gives prompt notice and cooperates with the non-disclosing party to seek protective measures where feasible.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Authorized Signer represents that the Authorized Signer is not subject to any legal prohibition or contractual restriction that would prevent performance.

Indemnity: Authorized Signer shall indemnify, defend and hold harmless the Account Holder and its officers, directors and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Authorized Signer's breach of this Agreement, negligence, willful misconduct, or unauthorized acts. The Account Holder shall indemnify Authorized Signer for claims arising solely from the Account Holder's gross negligence or willful misconduct.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement 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. Any amendment or modification of this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute a waiver of any subsequent breach. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that the Account Holder may assign to an affiliate or successor by operation of law.

Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice to the other. Notices shall be effective upon delivery or three (3) days after deposit in the U.S. mail, postage prepaid, if mailed.

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