Legal Agent Letter

LEGAL AGENT LETTER

This Legal Agent Letter (the Letter) is made effective as of by and between Principal Name: with principal address and Agent Name: with agent address .

RECITALS

WHEREAS, Principal is a legal entity authorized to conduct its business and to appoint authorized representatives for the receipt of legal process and related communications; and

WHEREAS, Principal desires to designate Agent to accept service of process, receive notices, execute specified documents, and perform other limited acts on behalf of Principal in connection with matters described in this Letter; and

WHEREAS, Agent is willing to accept such designation and perform the duties set forth herein on the terms and conditions stated;

NOW, THEREFORE

In consideration of the mutual covenants contained in this Letter, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Principal and Agent agree as follows:

1. APPOINTMENT

Principal hereby appoints Agent as Principal's true and lawful agent and attorney-in-fact, with authority to act on Principal's behalf to the limited extent and for the limited purposes set forth in this Letter. Agent accepts the appointment and agrees to act in accordance with the terms of this Letter.

2. SCOPE OF AUTHORITY

Unless expressly limited below, Agent is authorized to perform the following acts on behalf of Principal (select applicable powers):

Accept service of process and waive service where permitted by law

Receive notices, demands, and other communications required or permitted to be served upon Principal

Execute and deliver settlement documents, acknowledgements, and receipts related to matters for which Agent is appointed

Retain or engage counsel or other professionals to respond to matters as expressly authorized by Principal

Other (describe below)

3. LIMITATIONS ON AUTHORITY

Agent shall not have authority to (a) transfer, encumber, or convey any real property of Principal unless such authority is expressly granted in writing; (b) amend Principal's organizational documents; or (c) take any action that would bind Principal to obligations not described in this Letter without the prior written consent of Principal. Any purported exercise of authority in contravention of these limitations is void and of no force or effect.

4. TERM AND TERMINATION

This appointment shall commence on the effective date set forth above and shall continue until terminated by Principal or Agent in accordance with this Section. Principal may terminate this appointment at any time by providing written notice to Agent. Agent may resign by providing written notice to Principal; such resignation shall be effective thirty (30) days after receipt of notice unless otherwise agreed.

Expiration Date (if any):

5. REVOCATION

Any revocation of this appointment by Principal shall be effective upon delivery of written notice to Agent and to any third parties reasonably known to Principal to be relying on Agent's authority. Principal agrees to give prompt written notice of revocation to any third party upon whom Agent has served or transmitted documents under this Letter.

6. NOTICES

All notices, requests, consents and other communications required or permitted under this Letter shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by written notice.

7. INDEMNIFICATION

Principal shall indemnify, defend and hold harmless Agent from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Agent's performance of duties hereunder, provided that such indemnity shall not apply to claims resulting from Agent's gross negligence, willful misconduct, or bad faith.

8. FEES AND EXPENSES

Unless otherwise agreed in writing, Agent shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred in performing duties under this Letter. Any fee arrangements for services rendered by Agent shall be set forth in a separate agreement and are not governed by this Letter unless specifically incorporated in writing.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Letter and that the person executing this Letter on its behalf is duly authorized to do so. Principal further represents that the appointment of Agent does not violate any agreement, law or court order to which Principal is subject.

10. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT; AMENDMENT; WAIVER

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, understandings and agreements. Any amendment or modification of this Letter must be in writing signed by both parties. No waiver of any provision will be effective unless in writing and signed by the party to be charged.

12. SEVERABILITY; COUNTERPARTS

If any provision of this Letter is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Letter 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.

CERTIFICATION

Principal certifies that the individual signing below on behalf of Principal is duly authorized to execute this Letter and that the information supplied herein is true and correct. Agent acknowledges receipt of a copy of this Letter and accepts the appointment subject to its terms.

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