Directed Persons Agreement Template

DIRECTED PERSONS AGREEMENT

Effective Date: . This Directed Persons Agreement (the Agreement) is entered into by and between Principal Name: , Entity Type: Individual Corporation LLC, Principal Address: ("Principal"), and Provider Name: , Entity Type: Individual Corporation LLC, Provider Address: ("Provider").

RECITALS

WHEREAS, Principal intends to designate certain persons or entities as directed persons to issue instructions or requests to Provider in respect of services, transactions, or deliverables covered by this Agreement; and

WHEREAS, Provider is willing to accept and act upon directions issued by such directed persons in accordance with the terms, conditions and required authentication set forth in this Agreement; and

WHEREAS, the parties wish to record the respective authorities, duties, limitations, and indemnities applicable to actions taken by Provider in reliance upon directions from Directed Persons.

NOW, THEREFORE

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

1. DEFINITIONS

1.1 "Directed Persons" means the individuals and entities identified in the Directed Persons List and any additional persons designated in writing by Principal from time to time in accordance with Section 2.2.

1.2 "Instructions" means any written, electronic, telephonic, or other communications from a Directed Person that request, authorize or direct Provider to take, refrain from, or modify any action or service described in this Agreement.

2. APPOINTMENT; SCOPE OF AUTHORITY

2.1 Appointment. Principal hereby directs and authorizes Provider to accept and act upon Instructions issued by Directed Persons with respect to the services and obligations specifically described in this Agreement. Provider shall act in accordance with Instructions so long as such Instructions are authorized under this Agreement and are accompanied by the authentication described in Section 3.

2.2 Changes. Principal may add or remove Directed Persons by delivering written notice to Provider in accordance with Section 12. Such additions or removals shall be effective only upon Provider's receipt of notice and reasonable time to implement verification procedures.

3. AUTHENTICATION; RELIANCE

3.1 Authentication Methods. Provider may rely upon any authentication procedures agreed in writing, including but not limited to signatures, secure electronic tokens, designated email addresses, or telephone verification. Provider's acceptance of any particular form of authentication on one or more occasions shall not obligate Provider to accept the same form thereafter.

3.2 Reliance. Provider shall be entitled to rely conclusively upon Instructions and any documents or communications purporting to be from a Directed Person and authenticated in accordance with this Agreement. Provider shall have no duty to inquire into the authority of any Directed Person beyond the agreed authentication procedures and shall not be liable for any loss, claim, or damage arising from reliance on Instructions given in good faith.

4. DUTIES; STANDARDS OF PERFORMANCE

4.1 Performance. Provider shall perform services in a commercially reasonable manner and in accordance with applicable law. Provider shall use industry-standard procedures to protect Principal's interests when acting on Instructions.

4.2 Limitations. Provider shall not be required to act on Instructions that are ambiguous, unlawful, inconsistent with this Agreement, or that would expose Provider to criminal liability, regulatory sanction, material risk of loss, or material expense.

5. CONFIDENTIALITY

5.1 Confidential Information. Each party agrees to hold confidential and not disclose any information received from the other party and designated as confidential, except as required by law or as necessary to perform under this Agreement. This obligation shall survive termination of this Agreement for a period of five (5) years.

5.2 Permitted Disclosure. Provider may disclose Confidential Information to its legal counsel, auditors, insurers or subcontractors on a need-to-know basis, provided that Provider requires those recipients to keep disclosed information confidential under terms at least as protective as those herein.

6. INDEMNITY AND LIMITATION OF LIABILITY

6.1 Indemnity by Principal. Principal shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Instructions issued by Directed Persons, except to the extent caused by Provider's gross negligence or willful misconduct.

6.2 Limitation of Liability. Except for liability arising from fraud, willful misconduct, or a party's breach of confidentiality or indemnity obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and total aggregate liability shall be limited to direct damages not to exceed the fees paid to Provider under this Agreement in the twelve (12) months preceding the claim.

7. INSURANCE

Provider shall maintain commercially reasonable insurance coverage appropriate to the services provided hereunder, including professional liability/errors and omissions insurance where applicable, and shall provide certificates of insurance upon request by Principal.

8. FEES; PAYMENT

Unless otherwise agreed, Principal shall be responsible for reasonable fees, expenses, and costs incurred by Provider in acting on Instructions, including costs of third-party service providers retained at Principal's direction.

9. RECORDS AND AUDIT

Provider shall retain complete and accurate records of Instructions received and actions taken for a period of not less than three (3) years following the date of such Instruction. Principal may audit such records during normal business hours upon reasonable prior notice and at Principal's expense.

10. TERM; TERMINATION

This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon thirty (30) days' prior written notice to the other party. Either party may terminate this Agreement immediately upon material breach by the other party that remains uncured after ten (10) days' written notice.

11. NOTICES

All notices under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may specify by notice to the other.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver. 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.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties in writing, without regard to conflict of laws principles.

13.2 Entire Agreement. This Agreement, together with any written schedules or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written understandings.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed to the extent necessary to make it valid and enforceable, or if reformation is not possible, shall be severed, and the remainder of the Agreement shall remain in full force and effect.

14. MISCELLANEOUS

14.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee assumes all obligations hereunder.

14.2 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency relationship (except as expressly set forth herein), or employment relationship between the parties.

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