Business LPA Template

BUSINESS LIMITED POWER OF ATTORNEY AGREEMENT

Recitals

WHEREAS, Principal Name: (the "Principal") is duly authorized to conduct business as Business Name: and desires to engage an agent to perform certain limited business acts on its behalf;

WHEREAS, Agent Name: of Agent Business Name: (the "Agent") is willing to act in such capacity on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Appointment and Grant of Authority

Principal hereby appoints Agent as an attorney-in-fact and agent with limited authority to act on Principal's behalf solely for the business purposes described in this Agreement. The Agent's authority shall be limited to the specific acts set forth in the Scope of Work and shall not include any authority to amend Principal's organizational documents, transfer ownership interests, or take actions inconsistent with applicable law or this Agreement.

Scope of Work

The Agent shall perform the activities described above and may, in connection therewith, execute, deliver and sign agreements, instruments, notices, filings and other documents on behalf of Principal to effectuate the authorized transactions, provided that all such instruments are consistent with the limitations and conditions of this Agreement.

Payment Terms

Agent shall submit invoices in accordance with the Payment Schedule. Principal shall pay undisputed invoices within the time specified in Payment Schedule. Late payments shall incur the Late Payment Fee and interest to the extent permitted by law. Agent's entitlement to compensation shall survive termination to the extent earned prior to termination.

Term and Termination

Effective Date:    Termination Date:

Either party may terminate this Agreement without cause upon written notice as specified in the Notice Period for Termination. Termination for material breach may be immediate upon written notice specifying the breach if the breaching party fails to cure within a reasonable period. Termination shall not relieve the parties of obligations accrued prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public business, financial, technical or operational information disclosed by Principal to Agent, whether in oral, written or electronic form, that is designated as confidential or that reasonably should be understood to be confidential. Agent shall (a) not disclose Confidential Information to any third party except as expressly authorized by Principal or required by law; (b) use Confidential Information solely to perform authorized acts under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through breach of this Agreement, (ii) was rightfully in Agent's possession prior to disclosure, (iii) is independently developed without use of Confidential Information, or (iv) is rightfully obtained by Agent from a third party without restriction.

I acknowledge and agree to the Confidentiality provisions above.

Representations, Warranties and Indemnification

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Agent represents that it will act in good faith, with reasonable skill and care, and in accordance with applicable law. Principal shall indemnify and hold harmless Agent from and against any liabilities, losses, claims or expenses (including reasonable attorneys' fees) arising from actions taken in good faith within the scope of authority granted by this Agreement, except to the extent caused by Agent's gross negligence or willful misconduct.

Notices

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the courts located in that State for any disputes arising out of or relating to this Agreement.

Entire Agreement; Severability

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Execution and Authority

Each party signing below represents and warrants that the signatory has full authority to bind the party for whom the signatory signs. 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.

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