Legal Acknowledgment and Direction Form

Legal Acknowledgment and Direction Form

This Legal Acknowledgment and Direction Form (the "Form") is made effective as of , by and between Client Name: ("Client") and Recipient Name: ("Recipient").

RECITALS

WHEREAS, Client is the party with authority over the legal matter referenced as Matter/Reference No.: , and has custody or control of certain documents, funds, and information related thereto; and

WHEREAS, Client desires to acknowledge receipt of Recipient's communications and to provide clear written directions and authorizations to Recipient concerning the handling, release, retention, or disposition of Documents, funds, or other property; and

WHEREAS, Recipient is willing to accept instructions and to act in accordance with this Form upon the terms and subject to the conditions set forth below.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Form, Client and Recipient agree as follows:

1. DEFINITIONS

For purposes of this Form, the following terms shall have the meanings set forth below:

"Documents" means all physical and electronic records, files, correspondence, pleadings, evidence and exhibits, and other materials in Recipient's possession or control that relate to the matter identified in this Form.

"Directions" means the specific instructions provided by Client in Section 3 of this Form and any attachments or subsequent written modifications executed in accordance with Section 10.

2. ACKNOWLEDGMENT

Client acknowledges that Recipient has provided or may provide information, advice, or communications concerning the handling of Documents and related property. Client further acknowledges that Recipient is entitled to rely upon the authority and representations of the person or entity identified as Client in this Form.

3. DIRECTIONS AND AUTHORIZATIONS

Client hereby directs Recipient to take the following actions with respect to Documents, funds, or other property relating to the matter referenced above. Client understands and agrees that Recipient may rely on the written selections and instructions below until Recipient receives a subsequent written direction signed by an authorized signatory of Client.

4. CONDITIONS OF ACTION

Recipient shall be authorized to act in accordance with Client's Directions only upon satisfaction of Recipient's established identity verification procedures and receipt of any documentation reasonably required by Recipient. Recipient may withhold action where, in Recipient's reasonable judgment, compliance would expose Recipient to liability or violate applicable law.

5. REPRESENTATIONS, WARRANTIES AND AUTHORITY

Client represents and warrants that (a) the person(s) executing this Form on behalf of Client are duly authorized to do so; (b) the Directions are lawful and do not conflict with any outstanding order, lien, or other obligation known to Client; and (c) all information provided to Recipient in connection with these Directions is true, complete and accurate to the best of Client's knowledge.

6. CONFIDENTIALITY

Except as compelled by law or as expressly permitted by Client in writing, Recipient shall maintain the confidentiality of Documents and shall not disclose such Documents to any third party other than as necessary to carry out the Directions or as authorized by Client.

7. INDEMNITY AND LIMITATION OF LIABILITY

Client agrees to indemnify, defend and hold harmless Recipient 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 relating to Client's Directions, except to the extent such claims result from Recipient's gross negligence or willful misconduct. IN NO EVENT SHALL RECIPIENT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

8. NOTICES

Any notice or communication required or permitted under this Form shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by written notice in accordance with this Section.

9. AMENDMENT; WAIVER

This Form may be amended, modified or supplemented only by a written instrument signed by both parties. No waiver of any provision of this Form shall be effective unless in writing and signed by the party against whom enforcement is sought.

10. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles.

11. ENTIRE AGREEMENT

This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

12. SEVERABILITY

If any provision of this Form is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remaining provisions shall continue in full force and effect.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Form 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. Signatures transmitted by electronic means (including by electronic signature service or by facsimile or scanned image) shall be deemed original signatures for all purposes.

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