Approved Authorizer Agreement

APPROVED AUTHORIZER AGREEMENT

Parties and Effective Date

This Approved Authorizer Agreement ("Agreement") is entered into effective as of between:

Recitals

WHEREAS, the Authorizing Entity requires one or more individuals to be designated and empowered to execute specified approvals, certifications, or authorizations on its behalf in connection with the Authorizing Entity's administrative and transactional processes; and

WHEREAS, the Approved Authorizer represents that the Approved Authorizer possesses the requisite authority, training, and standing to carry out the authorizations described in this Agreement and agrees to accept appointment subject to the terms and conditions herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Authorization

The Approved Authorizer is authorized to perform only the actions expressly described in this Agreement and any schedules or exhibits attached and executed by the parties. The Approved Authorizer's duties shall include, without limitation, the following permitted actions when acting within the scope described below:

The Approved Authorizer shall act only if and when the Authorizing Entity has provided prior written or electronic confirmation of the appointment and any required delegation documents. Transactions executed outside the scope of this Agreement shall be voidable and subject to indemnification as set forth below.

Payment Terms

In consideration for services performed pursuant to this Agreement, the Authorizing Entity shall pay the Approved Authorizer as follows:

All amounts are payable in lawful currency. Unless otherwise agreed in writing, payments not received within thirty (30) days of invoice are subject to the Late Fee stated above and any collection costs incurred by the receiving party.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that in the course of performance it may receive confidential or proprietary information of the other party ("Confidential Information"). The recipient shall: (a) hold Confidential Information in strict confidence and not disclose it to third parties except as permitted under this Agreement; (b) use Confidential Information solely to perform its obligations hereunder; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available through no fault of the recipient or is independently developed by the recipient without use of the disclosing party's Confidential Information.

Representations, Warranties and Indemnification

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement. The Approved Authorizer represents that it will perform authorizations in accordance with applicable laws, internal policies of the Authorizing Entity, and the terms of this Agreement. The Approved Authorizer shall indemnify, defend and hold harmless the Authorizing Entity from and against any losses, claims, damages, liabilities and expenses arising out of the Approved Authorizer's negligent or willful misconduct or breach of this Agreement.

Audit and Records

The Approved Authorizer shall maintain complete and accurate records of actions taken under this Agreement for a period of three (3) years following the date of such action. The Authorizing Entity shall have the right, during normal business hours and upon reasonable notice, to audit records and actions to verify compliance with this Agreement.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or indemnification obligations under this Agreement, neither party shall be liable for indirect, incidental, special, punitive or consequential damages, including lost profits, arising out of or related to this Agreement, even if advised of the possibility of such damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to conflict of law principles.

Entire Agreement

This Agreement, together with any exhibits or schedules expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement 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 in accordance with this section, and shall be deemed given upon personal delivery, or three (3) days after deposit in the United States mail, postage prepaid, or one (1) business day after placement with an overnight courier service.

Acceptance and Certification

By signing below, each signatory certifies under penalty of perjury that such signatory is authorized to execute this Agreement on behalf of the party for which the signatory signs, and that the information provided in this Agreement is true, complete and accurate to the best of the signatory's knowledge.

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