Agent Change of Representation

AGENT CHANGE OF REPRESENTATION

This Agent Change of Representation (the Agreement) is made as of Day: Month: Year: by and between Principal Name: with address: (Principal), and Agent Name: with address: (Agent).

RECITALS

WHEREAS, Principal previously engaged an agent or representative identified as Prior Agent: to act on Principal's behalf with respect to the matters described below; and

WHEREAS, Principal desires to revoke the prior appointment of the Prior Agent and to appoint Agent to act in place of the Prior Agent, and Agent is willing to accept such appointment upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that Agent's authority under this Agreement shall commence on the Effective Date and be limited or expanded consistent with the terms below.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. APPOINTMENT AND REVOCATION

1.1 Appointment. Principal hereby appoints Agent as Principal's agent for the purposes described in Section 2. Agent accepts the appointment and agrees to act subject to the terms of this Agreement.

1.2 Revocation of Prior Representation. Principal revokes any and all prior authorizations, powers of attorney, agency agreements, or other instruments that granted authority to the Prior Agent with respect to the same subject matter, effective as of the Effective Date set forth above.

2. SCOPE OF AUTHORITY

2.1 Grant of Authority. Subject to the limitations set forth in this Agreement, Agent is authorized to act on Principal's behalf to do the following:

(a) Negotiate, execute and deliver agreements, instruments and documents related to: ;

(b) Receive and respond to notices, demands and communications; and

(c) Take such other actions as are reasonably necessary to effectuate the foregoing, subject to the limitations set forth in Section 2.2.

2.2 Limitations. Agent shall not, without the prior written consent of Principal, (i) enter into agreements that obligate Principal to incur indebtedness in excess of , (ii) sell or dispose of Principal's real property, or (iii) settle litigation for amounts exceeding , unless authorized in writing.

3. EFFECTIVE DATE; TERM; TERMINATION

3.1 Effective Date. This Agreement is effective as of the date set forth in the opening paragraph.

3.2 Termination. This Agreement shall continue until terminated by either party upon days' prior written notice to the other party, provided that termination shall not affect Agent's authority with respect to actions already taken in reliance on this Agreement prior to receipt of such notice.

4. DUTIES; STANDARDS OF CARE

Agent shall act in good faith, with reasonable care and in the best interests of Principal with respect to matters within the scope of this Agreement. Agent shall disclose promptly to Principal any actual or potential conflicts of interest that may affect Agent's ability to perform under this Agreement.

5. COMPENSATION AND EXPENSES

5.1 Compensation. Principal shall compensate Agent as follows: . If no compensation terms are specified, Agent shall serve without monetary compensation except for reimbursement of expenses as described below.

5.2 Expenses. Principal shall reimburse Agent for reasonable out-of-pocket expenses incurred in performing Agent's duties hereunder upon submission of appropriate documentation.

6. REPRESENTATIONS AND WARRANTIES

6.1 Principal represents and warrants that Principal has full power and authority to appoint Agent and to enter into this Agreement, and that no other instrument or agreement limits Principal's ability to grant the powers set forth herein.

6.2 Agent represents and warrants that Agent has the legal capacity, professional qualifications (if applicable), and authority to accept the appointment, and that Agent's performance of this Agreement will not violate any applicable law or contract.

7. CONFIDENTIALITY

Agent shall keep confidential all nonpublic information received from Principal in connection with the performance of this Agreement and shall not use such information except as necessary to perform Agent's duties, except as required by law or court order.

8. INDEMNIFICATION

Principal shall indemnify and hold harmless Agent from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Agent's good faith performance of duties under this Agreement, except to the extent resulting from Agent's willful misconduct or gross negligence.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by personal delivery, certified mail (return receipt requested), or a nationally recognized overnight courier service, and shall be effective upon receipt.

10. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may only be amended or modified by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving compliance. This Agreement 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.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of: without regard to conflict of laws principles. If any provision of this Agreement is held invalid or unenforceable, that provision shall be severed and the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12. MISCELLANEOUS

12.1 Authority to Execute. Each person signing this Agreement represents and warrants that he or she has full authority to execute this Agreement on behalf of the party for whom he or she signs.

12.2 Execution for Record. Principal hereby directs that any third party relying on this Change of Representation may rely on a copy or electronic reproduction of this Agreement as if it were an original.

ADDITIONAL INFORMATION

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