Authority Instruction Template

AUTHORITY INSTRUCTION TEMPLATE

THIS AUTHORITY INSTRUCTION TEMPLATE (the Agreement) is entered into as of by and between:

Client Name:   Entity Type:

Client Address:

Agent Name:   Agent Address:

Recitals

WHEREAS, Client requires that certain actions, instructions, or transactions be executed on its behalf in accordance with the terms set forth herein; and

WHEREAS, Agent has the experience, authority and willingness to act for and on behalf of Client as described in this Agreement; and

WHEREAS, the parties desire to set forth the specific scope, limitations and terms under which Agent shall be authorized to act.

Scope of Authority

The Agent is hereby expressly authorized to perform the following actions on behalf of Client subject to the limitations set forth herein: execution of documents, submission of instructions, communication with third parties necessary to effect transactions, and any other acts reasonably incidental to the foregoing as described in the Scope of Work above.

Payments; Compensation

Payment shall be made in accordance with the Payment Schedule. If any undisputed amount owed hereunder is not paid when due, a late fee as specified above shall accrue on the overdue amount until paid. Any disputed portion shall not be subject to late fees while bona fide dispute resolution is ongoing.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice to the other party in accordance with the Notice Period. Termination for cause is immediate where a party materially breaches any term of this Agreement and fails to cure such breach within fifteen (15) days following written notice of the breach. Upon termination, Agent shall promptly deliver to Client all documents, records, funds and other property of Client in Agent's possession.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form, including but not limited to business plans, financial data, customer lists, and trade secrets. The receiving party shall (i) hold such information in strict confidence, (ii) use it only to perform its obligations under this Agreement, and (iii) not disclose it to any third party except as required by law or with the disclosing party's prior written consent.

The obligations of confidentiality shall survive termination or expiration of this Agreement for the period specified above, except that confidential trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that its execution and performance will not violate any applicable law or the rights of any third party. Agent further represents that it will act in good faith and in a commercially reasonable manner when carrying out the authorized instructions.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct, or gross negligence. The indemnified party shall provide prompt written notice of any claim and shall cooperate in the defense or settlement thereof.

Governing Law; Dispute Resolution

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. Any dispute arising under or relating to this Agreement shall be resolved by binding arbitration if the parties mutually agree, or otherwise by the state or federal courts located in the governing state.

Entire Agreement; Amendment

This Agreement, including any exhibits or written attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set out above (or such other address as a party may designate in writing) and shall be deemed given when delivered personally, sent by certified mail, or sent by nationally recognized overnight courier.

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