Legal Agency Relationships Agreement

LEGAL AGENCY RELATIONSHIPS AGREEMENT

This Legal Agency Relationships Agreement (the Agreement) is entered into as of Effective Date: by and between Principal Name: , Principal Entity Type: (Principal), and Agent Name: , Agent Entity Type: (Agent).

RECITALS

WHEREAS, Principal conducts business and requires representation and assistance in matters described herein and desires to engage Agent to act on Principal's behalf under the terms and conditions set forth in this Agreement;

WHEREAS, Agent represents that Agent has the experience, skill, and authority to perform the services described and is willing to accept appointment as an agent of Principal subject to the terms and limitations of this Agreement;

WHEREAS, the parties desire to define the scope of authority, duties, compensation, and other terms governing their agency relationship.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. APPOINTMENT; ACCEPTANCE

1.1 Appointment. Principal hereby appoints Agent, and Agent accepts appointment, as Principal's agent to act on Principal's behalf in matters described in Section 2 below, subject to the express limitations and conditions contained in this Agreement.

1.2 Nature of Agent. Agent shall act as an agent and not as an employee, partner, joint venturer, or fiduciary except as expressly stated herein. Agent shall not have authority to bind Principal except as provided in this Agreement or authorized in writing by Principal.

2. SCOPE OF AUTHORITY

2.1 Authority Granted. Subject to the express limitations in Section 2.2, Principal grants Agent the authority to perform the acts described below on Principal's behalf:

2.2 Limitations. Agent shall not take any action that (a) would require Principal to incur indebtedness in excess of the amount set forth below without prior written consent, (b) materially alters Principal's business structure, or (c) would violate applicable law. Maximum authorized obligation amount:

3. DUTIES AND STANDARDS

3.1 Standard of Care. Agent shall perform duties under this Agreement with the degree of care, skill, prudence, and diligence normally exercised by reasonably competent agents performing similar services under similar circumstances.

3.2 Compliance with Laws. Agent shall comply with all applicable laws, rules, and regulations in the performance of its obligations and shall obtain any licenses or permits required to perform the services.

4. COMPENSATION; EXPENSES

4.1 Compensation. In consideration for services rendered, Principal shall compensate Agent as follows:

4.2 Expenses. Agent shall be reimbursed for reasonable out-of-pocket expenses incurred in performing duties if (i) such expenses are pre-approved in writing by Principal or (ii) they are necessary and customary to accomplish the scope of authority. Reimbursable expenses must be supported by documentation when submitted for reimbursement.

5. TERM; TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and continue for a term of unless earlier terminated in accordance with this Agreement.

5.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon prior written notice to the other party.

5.3 Termination for Cause. Either party may terminate immediately for material breach that remains uncured for a period of after written notice describing the breach.

6. CONFIDENTIALITY

6.1 Confidential Information. Agent acknowledges that in the course of performing services Agent will receive confidential, proprietary or trade secret information of Principal. Agent shall hold such information in strict confidence and shall not disclose such information except as required to perform its duties or as required by law.

6.2 Return of Materials. Upon termination or expiration of this Agreement, Agent shall promptly return or destroy, at Principal's election, all materials containing Confidential Information and provide written certification of such return or destruction.

7. CONFLICTS OF INTEREST

7.1 Disclosure. Agent shall promptly disclose to Principal any actual or potential conflict of interest that may materially affect Agent's ability to act in Principal's best interests.

7.2 Prohibited Activities. Agent shall not engage in activities that would create an undisclosed competing interest with Principal without prior written consent of Principal.

8. REPRESENTATIONS AND WARRANTIES

8.1 By signing, each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement, that the execution and delivery of this Agreement has been duly authorized by all necessary action, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification by Agent. Agent shall indemnify and hold harmless Principal from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from Agent's gross negligence, willful misconduct, or material breach of this Agreement.

9.2 Limitation. Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for indirect, incidental, consequential or punitive damages.

10. INSURANCE

10.1 Coverage. During the term of this Agreement Agent shall maintain insurance coverage sufficient to cover liabilities reasonably expected to arise from Agent's performance, including general liability and professional liability insurance as applicable. Evidence of such insurance shall be provided to Principal upon request.

11. NOTICES

Principal Notice Address:

Agent Notice Address:

11.1 All notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, to the addresses specified above or to such other address as a party may designate by notice in accordance with this Section.

12. AMENDMENTS; WAIVER

12.1 Amendments. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

12.2 Waiver. Failure or delay by either party to exercise any right or remedy under this Agreement shall not constitute a waiver of that or any other right or remedy.

13. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for any dispute arising out of this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written.

14.2 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

15. MISCELLANEOUS

15.1 Counterparts. This Agreement 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.

15.2 Interpretation. Headings are for convenience only and shall not affect interpretation. The words "including" and "includes" shall be deemed to be followed by the phrase "without limitation" unless the context requires otherwise.

16. ACKNOWLEDGMENT

Each party acknowledges that it has read this Agreement, understands its terms and enters into it voluntarily and with full knowledge of its legal significance.

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