Legal Administrator Nomination Form

LEGAL ADMINISTRATOR NOMINATION FORM

This Legal Administrator Nomination Form is made as of the date: Month Day Year by Nominator Name: of Address: (the "Nominator") and Nominee Name: of Address: (the "Nominee").

RECITALS

WHEREAS, the Nominator desires to designate an individual or entity to act on behalf of the Nominator with respect to legal matters, claims, litigation, administrative proceedings and related legal administration; and

WHEREAS, the Nominee has consented to accept appointment to serve as Legal Administrator upon the terms and conditions set forth in this Form and to undertake the duties and responsibilities described herein; and

WHEREAS, the parties wish to reduce their agreement to writing to provide clear authority, duties, limitations and procedures for appointment, revocation and reporting.

NOW, THEREFORE

In consideration of the mutual covenants and promises herein contained, the parties agree as follows:

1. APPOINTMENT

1.1 Appointment. The Nominator hereby nominates and appoints the Nominee to serve as Legal Administrator to act on behalf of the Nominator with respect to legal matters as described in Section 2. The Nominee accepts such appointment and agrees to perform the duties and exercise the powers granted under this Form.

2. AUTHORITY AND POWERS

2.1 General Authority. Subject to the limitations in this Form, the Nominee is authorized to act for the Nominator and to take such actions as are reasonably necessary to protect and pursue the Nominator’s legal interests, including, without limitation, those powers specified in Section 2.2.

2.2 Specific Powers. The Nominee is granted authority to take the following actions (check each power granted):

Commence, prosecute, defend and settle litigation or administrative proceedings on behalf of the Nominator.

Retain, instruct and compensate attorneys, experts and other professionals as reasonably necessary.

Execute, deliver and file on behalf of the Nominator such pleadings, settlements, releases, stipulations and other legal instruments as the Nominee deems necessary.

Obtain, inspect and copy records, files and other documents relevant to any claim, proceeding or legal matter.

Settle claims and accept payments or other consideration on behalf of the Nominator, subject to any monetary limitations set forth below.

2.3 Limitation on Monetary Settlements. The Nominee shall not enter into any settlement or agreement obligating the Nominator to pay in excess of $ without prior written consent from the Nominator.

3. TERM; REVOCATION

3.1 Term. This nomination shall commence on the effective date set forth above and shall continue until revoked in accordance with Section 3.2 or until the occurrence of an event specified in this Form.

3.2 Revocation. The Nominator may revoke this nomination at any time by delivering written notice of revocation to the Nominee. Revocation shall be effective upon receipt, except where the Nominee has taken binding actions on behalf of the Nominator prior to receipt, in which case those actions remain binding to the extent authorized.

4. DUTIES; STANDARD OF CARE

4.1 Duties. The Nominee shall act in good faith, exercise reasonable care, diligence and prudence, and perform all duties consistent with applicable law and the terms of this Form.

4.2 Conflicting Instructions. In the event the Nominee receives inconsistent or conflicting instructions from the Nominator or any other person claiming authority, the Nominee shall provide written notice to the Nominator and may suspend further action until the conflict is resolved or seek judicial guidance.

5. COMPENSATION AND EXPENSES

5.1 Compensation. The Nominee shall be entitled to reasonable compensation for services rendered if so agreed by the parties. Compensation shall be: per (if applicable).

5.2 Expenses. The Nominee shall be reimbursed for reasonable out-of-pocket expenses reasonably incurred in the performance of duties under this Form upon provision of itemized statements and supporting documentation.

6. CONFLICTS OF INTEREST; DISCLOSURE

6.1 Duty to Disclose. The Nominee shall disclose to the Nominator any actual or potential conflict of interest arising during the term of this nomination. Disclosed conflicts shall be recorded in writing.

7. RECORDKEEPING AND REPORTING

7.1 Records. The Nominee shall maintain complete and accurate records of all actions taken, fees billed, expenses incurred and settlements executed on behalf of the Nominator.

7.2 Reporting. The Nominee shall provide reports to the Nominator at the following frequency: and to the following primary recipient: .

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. To the fullest extent permitted by law, the Nominator shall indemnify, defend and hold harmless the Nominee from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred as a result of actions taken in good faith under this Form.

8.2 Exclusions. The Nominator shall not be required to indemnify the Nominee for losses arising from the Nominee’s gross negligence, willful misconduct or material breach of this Form.

9. 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:

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendments. This Form may be amended only by a written instrument executed by both the Nominator and the Nominee.

10.2 Waiver. No waiver of any provision of this Form shall be effective unless in writing and signed by the party waiving compliance.

10.3 Counterparts. This Form may be executed in any number of counterparts, each of which when so executed shall be deemed an original.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

11.2 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 and negotiations, whether written or oral.

11.3 Severability. If any provision of this Form is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties as nearly as possible.

12. MISCELLANEOUS PROVISIONS

12.1 Interpretation. Headings are for convenience only and shall not affect interpretation. The singular includes the plural and vice versa where appropriate.

12.2 Emergency Actions. If immediate action is necessary to prevent loss or prejudice to the Nominator’s interests and the Nominator cannot be contacted, the Nominee may take such reasonable steps as are necessary and shall promptly notify the Nominator in writing of such actions.

IN WITNESS WHEREOF, the parties have executed this Legal Administrator Nomination Form as of the date set forth below.

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