Legal Administrative Statement

LEGAL ADMINISTRATIVE STATEMENT

This Legal Administrative Statement (the Statement) is made as of Effective Date: by and between Principal Name: whose principal address is (Principal), and Administrator Name: whose principal address is (Administrator).

RECITALS

WHEREAS, Principal is an entity engaged in activities for which it is necessary to delegate certain administrative functions to a duly authorized Administrator so that Principal may comply with internal and external administrative, reporting, and recordkeeping requirements;

WHEREAS, Administrator represents that it has the experience, staff, and capacity to perform those administrative functions described in this Statement and that Administrator will perform such functions under the direction and authority constraints set forth herein;

WHEREAS, the parties desire to set forth, in writing, the scope of administrative authority, recordkeeping obligations, reporting cadence, and the certifications and assurances required of Administrator with respect to actions taken on behalf of Principal.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Statement, the following terms shall have the meanings set forth below. "Administrative Duties" means the services and actions described in Section 2. "Authorized Representative" means the individual designated by either party in writing to act under this Statement.

2. APPOINTMENT; SCOPE OF ADMINISTRATIVE DUTIES

Principal hereby appoints Administrator, and Administrator accepts such appointment, to perform the Administrative Duties described in this Section and any attachments incorporated by reference. Administrator shall perform the following duties in a timely, diligent, and professional manner:

(a) Maintain and safeguard administrative records, books, and files relating to Principal's transactions, including but not limited to contracts, notices, recipient lists, and correspondence. Location of primary records:

(b) Prepare and deliver reports to Principal at the following cadence: . Reports shall include an itemization of actions taken, copies of notices sent, and records created or amended.

(c) Receive and process administrative notices on behalf of Principal to the extent expressly authorized in writing by Principal. Any notice received that alleges material noncompliance shall be forwarded to Principal within business days of receipt.

3. AUTHORITY; LIMITATIONS

Administrator is authorized only to perform those Administrative Duties expressly set forth in Section 2 and any written instructions provided by Principal. Administrator has no authority to execute contracts, incur indebtedness, or make expenditures on behalf of Principal without prior written authorization. Any action beyond the scope of this Statement requires an express written delegation signed by an Authorized Representative of Principal.

4. RECORDS, ACCESS, AND RETENTION

Administrator shall maintain complete and accurate records of all activities undertaken pursuant to this Statement. Records shall be retained for a period of following the date of creation, unless a longer period is required by law. Principal and its authorized agents shall have the right, upon reasonable notice, to inspect and copy such records during normal business hours.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization; (b) it has full power and authority to enter into this Statement and to perform its obligations hereunder; and (c) the person signing on its behalf is duly authorized to execute this Statement.

6. CONFIDENTIALITY

Administrator shall keep confidential all nonpublic information obtained from Principal in connection with the performance of Administrative Duties and shall not disclose such information except as required by law or as expressly authorized in writing by Principal. Administrator shall implement reasonable administrative, technical, and physical safeguards to protect confidential information against unauthorized disclosure.

7. INDEMNIFICATION

Administrator shall indemnify, defend, and hold harmless Principal and its officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of Administrator's gross negligence, willful misconduct, or material breach of this Statement. Principal shall indemnify Administrator for liabilities arising from Principal's instructions or directions that cause third-party claims.

8. TERM AND TERMINATION

This Statement shall commence on the Effective Date and continue until terminated by either party upon thirty (30) days' prior written notice. Termination shall not relieve Administrator of the obligation to preserve, transfer, and, where applicable, return records and materials to Principal in accordance with Section 4.

9. NOTICES

All notices, requests, consents, claims, demands, or other communications required or permitted under this Statement shall be in writing and addressed as follows unless otherwise directed in writing by a party:

10. AMENDMENT; WAIVER

No amendment to this Statement shall be effective unless it is in writing and signed by both parties. The waiver by either party of a breach of any provision of this Statement shall not operate or be construed as a waiver of any other or subsequent breach.

11. GOVERNING LAW; VENUE

This Statement shall be governed by and construed in accordance with the laws of the jurisdiction of the Principal's organization without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in the county of Principal's principal place of business for any dispute arising out of or relating to this Statement, provided that injunctive relief may be sought in any court of competent jurisdiction.

12. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Statement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Statement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Statement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

13. ADDITIONAL ADMINISTRATIVE DETAILS

Corporation    Limited Liability Company (LLC)    Partnership    Other:

CERTIFICATION BY PRINCIPAL

The undersigned certifies that the representations set forth in Section 5 are true and correct as of the Effective Date and that the person executing this Statement on behalf of Principal is authorized to do so.

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