Legal Acknowledgment & Direction Form

LEGAL ACKNOWLEDGMENT & DIRECTION FORM

This Legal Acknowledgment & Direction Form is entered into as of (the Effective Date), by and between Client Name: (referred to herein as "Client"), and Representative Name: (referred to herein as "Representative").

RECITALS

WHEREAS, Client has engaged or seeks to engage Representative to provide legal advice, to take specified actions, and to otherwise represent Client's interests in matters described in this Form; and

WHEREAS, Client affirms that Client has been advised of the nature and scope of the actions contemplated and wishes to provide express written directions and acknowledgments to guide Representative's authority and responsibilities; and

WHEREAS, the parties intend by this Form to record Client's acknowledgment of advice, directions for action, and the limits of Representative's authority as provided below.

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

1. ACKNOWLEDGMENT OF ADVICE

Client acknowledges that Representative has provided or offered to provide legal advice regarding the matters described in Section 2 and that Client has had a reasonable opportunity to ask questions and seek clarification. Client further acknowledges that Representative has disclosed any material conflicts of interest of which Representative is aware and has explained the foreseeable risks and consequences of the proposed actions.

2. SCOPE OF DIRECTIONS

Client directs Representative to undertake the following actions on Client's behalf. Representative shall act only within the scope set forth below and shall seek further written direction from Client prior to exceeding that scope:

3. AUTHORITY AND LIMITATIONS

Representative is authorized to take actions reasonably necessary to effectuate the directions in Section 2, including preparing, executing and filing documents, retaining third-party professionals, and engaging in communications with opposing parties or their counsel. Representative shall not, without prior written consent of Client, settle any claim, incur obligations exceeding the monetary limits set by Client, or take any action that would create a new lien or encumbrance on Client's property.

4. CONFIDENTIALITY

All communications, documents and information exchanged between Client and Representative in connection with the matters addressed by this Form shall be treated as confidential and privileged to the fullest extent permitted by law. Representative may disclose confidential information only as necessary to perform the authorized services or as required by law or court order, in which case Representative shall provide Client prompt notice where permitted.

5. INDEMNIFICATION

Client agrees to indemnify and hold Representative harmless from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising from actions taken by Representative within the express scope of authority granted by this Form, except to the extent such claims result from Representative's gross negligence, willful misconduct, or bad faith.

6. TERM; TERMINATION

This Form shall remain in effect until the earlier of: (a) completion of the actions specified in Section 2; (b) written revocation by Client delivered in accordance with the Notices provision below; or (c) termination by mutual written agreement. Termination shall not relieve Client of obligations incurred prior to the effective date of termination.

7. NOTICES

All notices, requests, demands and other communications required or permitted under this Form shall be in writing and shall be delivered to the addresses below by hand, certified mail (return receipt requested), nationally recognized overnight courier, or other method specifying delivery and proof thereof.

8. AMENDMENTS

This Form may be amended only by a written instrument signed by both parties. No oral modification shall be valid or enforceable.

9. WAIVER

Failure to enforce any provision of this Form shall not constitute a waiver of that provision or of the right to enforce it in the future. Any waiver must be in writing and signed by the party granting the waiver.

10. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the jurisdiction identified below without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT

This Form, together with any exhibits or written directions executed pursuant hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

12. SEVERABILITY

If any provision of this Form is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to substitute a valid provision that most closely approximates the intent and economic effect of the invalid provision.

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 instrument. Signatures transmitted by electronic means shall be effective to bind the parties.

CERTIFICATION

Each signatory below certifies under penalty of perjury that the signatory is authorized to execute this Form on behalf of the party for whom the signatory signs, that the information provided in this Form is true and accurate to the best of the signatory's knowledge, and that the signatory has read and understands the terms and conditions set forth herein.

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