Legal Agent Form

LEGAL AGENT FORM

This Legal Agent Form (the "Agreement") is entered into as of Effective Date: by and between Principal Name: , Principal Address: (hereinafter "Principal"), and Legal Agent Name: , Agent Address: (hereinafter "Agent").

RECITALS

WHEREAS, Principal is engaged in business activities and requires a designated representative to accept service of process, receive legal notices, and act on behalf of Principal for matters expressly delegated herein;

WHEREAS, Agent is willing and able to act as Principal's legal agent under the terms and conditions set forth in this Agreement and to perform the duties described below;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such appointment.

NOW, THEREFORE, in consideration of the mutual covenants 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 as Principal's true and lawful agent to perform those duties expressly set forth in this Agreement. Agent accepts such appointment and agrees to perform those duties in accordance with the terms of this Agreement.

2. AUTHORITY AND SCOPE

2.1 Scope. Agent is authorized to undertake the following acts on behalf of Principal (check all that apply):

Accept service of process and legal service Receive notices, demands, and correspondence Accept delivery of filings, subpoenas, and official documents

2.2 Limitations. Agent shall not, without prior written authorization from Principal, (a) commence litigation on behalf of Principal; (b) grant, transfer or encumber any material asset of Principal; or (c) enter into contracts obligating Principal other than in the narrow scope of receiving notices and documents as set forth herein. Any authority beyond the scope herein must be granted in a separate written instrument signed by Principal.

3. TERM; TERMINATION

3.1 Term. The appointment shall commence on Effective Date: and shall continue until Termination Date: , unless earlier terminated as provided herein.

3.2 Termination. Either party may terminate this Agreement upon days' prior written notice to the other party. Termination shall not relieve Principal of obligations incurred prior to the effective date of termination.

4. COMPENSATION AND EXPENSES

4.1 Fees. As consideration for services under this Agreement, Principal shall pay Agent the fee set forth here: Fee: . Payment terms:

4.2 Reimbursement. Principal shall reimburse Agent for reasonable out-of-pocket expenses incurred in the performance of duties under this Agreement upon submission of receipts or other substantiation.

5. REPRESENTATIONS AND WARRANTIES

5.1 Principal represents and warrants that Principal is duly organized and has the authority to appoint Agent and to perform the obligations herein. Principal further represents that the execution and delivery of this Agreement and the performance of its obligations will not violate any law, regulation, or contractual obligation.

5.2 Agent represents that Agent is qualified to accept appointment as Agent, will perform duties in a professional manner, and will comply with applicable laws and regulations in performing duties hereunder.

6. INDEMNIFICATION

6.1 Indemnity by Principal. Principal shall indemnify, defend and hold harmless Agent and its officers, directors, employees and agents from and against any and all liabilities, claims, demands, losses, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with Agent's performance of duties at the written direction of Principal or arising from Principal's acts or omissions.

6.2 Indemnity by Agent. Agent shall indemnify Principal for damages resulting from Agent's gross negligence, willful misconduct or material breach of this Agreement.

7. CONFIDENTIALITY

7.1 Confidential Information. Agent will maintain in confidence and not disclose any non-public information obtained from Principal in connection with this Agreement, except where disclosure is required by law or court order, provided Agent gives Principal prompt notice to permit a protective order or other remedy.

8. NOTICES

8.1 Notice Addresses. All notices under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or reputable overnight courier:

9. MISCELLANEOUS PROVISIONS

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

9.2 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, negotiations and discussions, whether oral or written.

9.3 Severability. If any provision of this Agreement is held to be 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.

9.4 Amendments and Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

9.5 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. Facsimile or electronic signatures shall be binding for all purposes.

9.6 No Third-Party Beneficiaries. Nothing in this Agreement is intended to confer any rights or remedies upon any person not a party to this Agreement.

10. ADDITIONAL INSTRUCTIONS

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