Legal Agent Override Amendment

LEGAL AGENT OVERRIDE AMENDMENT

This Legal Agent Override Amendment (the Amendment) is made and entered into as of by and between Principal Name: and Legal Agent Name: .

RECITALS

WHEREAS, the Principal previously granted certain powers of attorney and appointed the Legal Agent pursuant to an existing agreement titled dated (the Original Agreement);

WHEREAS, the parties desire to amend the Original Agreement to authorize the Legal Agent to exercise specified override authority with respect to certain legal, administrative, and transactional matters, subject to the terms, limitations and conditions set forth herein;

WHEREAS, the parties intend that this Amendment modifies only those provisions of the Original Agreement expressly set forth herein and that all other terms of the Original Agreement shall remain in full force and effect except as expressly modified.

NOW, THEREFORE

In consideration of the mutual covenants set forth in this Amendment and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Amendment, capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Original Agreement. For clarity, "Override Authority" means the authority granted to the Legal Agent by this Amendment to act notwithstanding specified limitations set forth in the Original Agreement.

2. AMENDMENT TO APPOINTMENT

Effective as of the Effective Date specified above, the Principal hereby amends the Original Agreement by granting the Legal Agent Override Authority as set forth in Section 3. Where there is any conflict between the terms of this Amendment and the Original Agreement, the terms of this Amendment shall control solely to the extent of such conflict.

3. SCOPE OF OVERRIDE AUTHORITY

The Legal Agent is authorized, to the extent necessary for the administration of the Principal's affairs, to take the following actions notwithstanding any contrary provision of the Original Agreement:

4. LIMITATIONS; MONETARY THRESHOLDS

The Override Authority granted in Section 3 is subject to the following limitations:

1. The Legal Agent may not transfer or assign the Override Authority to any third party without the prior written consent of the Principal.
2. No single transaction may obligate the Principal to pay more than $ without prior written approval from the Principal.
3. The Override Authority does not permit the Legal Agent to make or revoke the Principal's testamentary dispositions, change beneficiary designations on insurance or retirement accounts, or make gifts unless expressly authorized in writing by the Principal.

5. TERM AND TERMINATION

This Amendment and the Override Authority granted herein shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with this Amendment or the Original Agreement. The Principal may revoke the Override Authority at any time by providing written notice to the Legal Agent in accordance with Section 8.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Amendment and to perform its obligations hereunder; (b) the individual signing on its behalf has been duly authorized to execute this Amendment; and (c) this Amendment constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

7. INDEMNIFICATION

The Legal Agent shall indemnify and hold harmless the Principal from and against any loss, liability, damage, or expense (including reasonable attorneys' fees) incurred by the Principal arising from the Legal Agent's willful misconduct, gross negligence, or material breach of this Amendment. The Principal shall indemnify the Legal Agent for liabilities incurred in good faith and in the exercise of the Override Authority as permitted by this Amendment.

8. NOTICES

All notices required or permitted under this Amendment shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses provided above, or to such other address as either party may designate by notice to the other in accordance with this Section.

9. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Amendment shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision of this Amendment shall not constitute a waiver of future enforcement of that or any other provision.

10. GOVERNING LAW

This Amendment shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law.

11. ENTIRE AGREEMENT; SEVERABILITY

This Amendment, together with the Original Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Amendment is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

12. COUNTERPARTS

This Amendment 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 signature copies shall be valid and binding for all purposes.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives as of the Effective Date first written above.

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