Business Authority to Sign

BUSINESS AUTHORITY TO SIGN AND AGREEMENT

This Business Authority to Sign and Agreement (the Agreement) is entered into as of by and between Business Name: and Counterparty Name: .

WHEREAS

WHEREAS, Business Name is an entity authorized to enter into contracts and conduct business in its ordinary course and seeks to designate an individual with authority to execute agreements and instruments that bind the business;

WHEREAS, Counterparty Name requires written certification that the designated individual has the requisite corporate, partnership, or organizational authority to sign agreements on behalf of Business Name and to bind Business Name to the obligations set forth herein; and

WHEREAS, the parties desire to set forth the scope of authority, payment terms, term, and related provisions governing their relationship and to confirm that authorized signatures executed in accordance with this Agreement will be relied upon by the parties.

PARTIES AND CAPACITY

Corporation LLC Partnership Sole Proprietorship Other:

SCOPE OF WORK

The parties agree that the Authorized Signer is authorized to execute on behalf of Business Name only those contracts, purchase orders, service agreements, and related instruments that fall within the scope described below. Such authority is limited as specified and is subject to the representations, conditions and limitations set forth in this Agreement.

PAYMENT TERMS

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Termination for cause shall be permitted upon material breach by the other party if such breach remains uncured for thirty (30) days after written notice.

AUTHORITY

Business Name hereby certifies that the Authorized Signer named above holds the title specified and has been granted the authority by resolution, bylaws, operating agreement, or other governing instrument to execute the categories of documents described in the Scope of Work. Business Name represents and warrants that no additional corporate, partnership or member consent is required to vest this authority in the Authorized Signer for the transactions contemplated by this Agreement.

Any instrument executed by the Authorized Signer within the scope set forth herein shall be binding upon Business Name and enforceable to the same extent as if executed by any other duly authorized officer or agent.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any nonpublic business, technical or financial information furnished by the other party in connection with this Agreement, except as required by law or as necessary to perform the obligations contemplated hereby. Confidential information shall not include information that (i) is or becomes generally available to the public other than by a breach of this Agreement, (ii) was rightfully in the receiving party's possession prior to disclosure, or (iii) is independently developed by the receiving party without use of the disclosing party's confidential information.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold the other party harmless from and against any claims, losses, liabilities, damages, costs and expenses, including reasonable attorneys' fees, arising out of or resulting from the indemnifying party's breach of this Agreement, negligence or willful misconduct in connection with the performance of its obligations hereunder.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or personal delivery and shall be effective upon receipt.

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 rules. 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, together with any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

CERTIFICATION

The undersigned expressly certifies that the information provided in this Agreement is true and correct, that the signer holds the office set forth and is duly authorized to execute and deliver this Agreement on behalf of the party for which the signer purports to act, and that the execution and delivery of this Agreement and the performance of its terms have been duly authorized by all necessary corporate, partnership or other organizational action.

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