General Power of Attorney Contract

GENERAL POWER OF ATTORNEY CONTRACT

This General Power of Attorney Contract is executed on by and between Principal Name: whose address: (hereinafter "Principal"), and Agent Name: whose address: (hereinafter "Agent").

RECITALS

WHEREAS, the Principal desires to appoint the Agent to act on the Principal’s behalf to manage, conduct and transact all lawful business and affairs of the Principal in accordance with the terms of this Power of Attorney; and

WHEREAS, the Agent is willing to accept such appointment and to exercise the powers granted herein subject to the duties and limitations set forth in this instrument; and

WHEREAS, the Principal intends by this instrument to create a general power of attorney to be relied upon by third parties and to authorize the Agent to perform all acts that the Principal could perform personally insofar as such acts are permitted by law.

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

1. APPOINTMENT AND ACCEPTANCE

The Principal hereby appoints the Agent as attorney-in-fact to act in the Principal’s name, place and stead to exercise the powers specified in Section 2 below. The Agent accepts such appointment and agrees to act in accordance with the duties of loyalty, care and good faith imposed by law.

2. GENERAL POWERS GRANTED

Subject to the limitations set forth in this instrument, the Agent is authorized to perform any and all acts that the Principal could perform personally, including but not limited to the following categories of powers:

(a) Real Property: to acquire, lease, manage, encumber, sell, convey, partition, and otherwise deal with real property and any interest therein, execute deeds, mortgages, releases, and all related documents, and to settle claims relating to title and survey matters.

(b) Personal Property: to buy, sell, exchange, insure, store, manage and dispose of tangible and intangible personal property and to execute bills of sale and other instruments as necessary.

(c) Banking and Financial: to open, maintain and close accounts; to endorse, deposit and withdraw funds; to negotiate, execute and deliver checks, drafts, notes, contracts and other instruments; to access safe deposit boxes; and to engage in electronic funds transfers.

(d) Business and Contracts: to operate, buy, sell, reorganize or dissolve any business entity in which the Principal has an interest, and to enter into, modify or terminate contracts and agreements on behalf of the Principal.

(e) Tax Matters: to prepare, sign and file tax returns, to represent the Principal before taxing authorities, to receive confidential tax information, and to pay taxes, assessments and claims.

(f) Claims and Litigation: to commence, prosecute, defend, settle, and release actions and claims, and to engage attorneys and compromise or settle disputes on such terms as the Agent deems advisable.

(g) Benefits and Insurance: to apply for, receive, endorse and manage insurance proceeds and government or private benefits, including but not limited to retirement, pension, social, disability and health benefits.

(h) Gifts and Estate Planning: to make or revoke gifts on behalf of the Principal, to disclaim property, and to engage in estate planning transactions, subject to any restrictions in Section 4.

3. LIMITATIONS ON AUTHORITY

The Agent shall not have authority to exercise powers that are expressly prohibited by law or by the Principal in this instrument. The Principal specifically limits the Agent from:

(a) executing a will or codicil on behalf of the Principal; (b) making any lifetime gifts to the Agent other than reasonable compensation for services; (c) making or changing beneficiary designations unless expressly authorized in writing; and (d) taking any action that would constitute a conflict of interest unless full prior written disclosure is made and consented to by the Principal.

4. DURABILITY; SPRINGING EFFECT

The Principal elects the following option as to when this Power of Attorney is effective and whether it survives the Principal’s incapacity:

Durable Power of Attorney — This Power of Attorney shall become effective immediately and shall not be affected by subsequent disability or incapacity of the Principal.

Springing Power of Attorney — This Power of Attorney shall become effective upon the occurrence of the following event(s):

5. EFFECTIVE DATE AND TERM

This Power of Attorney is effective as of and shall continue in effect until revoked by the Principal in writing or terminated as provided by law.

6. AGENT DUTIES, STANDARD OF CARE, AND INDEMNIFICATION

The Agent shall act in good faith, in the Principal’s best interests, and with care, competence and diligence. The Agent shall keep accurate records of receipts, disbursements and transactions made on behalf of the Principal and shall make such records available to the Principal or the Principal’s legal representative upon request. The Agent shall not be liable for actions taken in good faith. The Principal agrees to indemnify and hold the Agent harmless from any loss, liability or expense incurred in the performance of duties hereunder except for losses resulting from the Agent’s willful misconduct or gross negligence.

7. THIRD-PARTY RELIANCE

Third parties may rely upon a copy of this instrument and the Agent’s representations as to the Agent’s authority. A third party that accepts and acts in reliance on a signed copy of this Power of Attorney shall not be liable to the Principal or the Principal’s estate for permitting the Agent to perform any act that the Agent is authorized to perform under this instrument.

8. REVOCATION

The Principal reserves the right to revoke this Power of Attorney at any time by providing written notice to the Agent and to third parties who may rely thereon. Revocation shall not affect acts performed by the Agent in good faith prior to actual receipt of notice of revocation.

9. NOTICES

All notices required or permitted under this instrument shall be in writing and shall be deemed delivered when personally delivered or three (3) days after deposit in the mail, postage prepaid, addressed to the principal or agent at the addresses set forth above (or at any other address designated in writing).

10. AMENDMENT; WAIVER; COUNTERPARTS

This instrument may be amended or revoked only by a signed writing executed by the Principal. No waiver of any provision of this instrument shall be effective unless in writing and signed by the party waiving compliance. This Power of Attorney 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.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Power of Attorney shall be governed by and construed in accordance with the laws of the state selected by the Principal at the time of execution. This instrument constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior powers of attorney executed by the Principal except to the extent otherwise specified in writing. If any provision of this instrument is held invalid or unenforceable, the remainder of the instrument shall remain valid and enforceable to the fullest extent permitted by law.

12. AGENT ACCEPTANCE

By signing below, the Agent accepts the appointment, acknowledges the fiduciary nature of the appointment, and agrees to perform the duties imposed by this Power of Attorney.

ADDITIONAL INSTRUCTIONS

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