Legal AOR Letter

AUTHORIZATION OF REPRESENTATION (AOR) LETTER

This Authorization of Representation Letter (the "Letter") is made and entered into as of by and between Client Name: with primary address and Representative Name: with primary address .

RECITALS

WHEREAS, Client seeks to engage Representative to act as Client's authorized representative for matters described herein and to receive and act upon information, documents, and communications on Client's behalf; and

WHEREAS, Representative is willing and able to accept such appointment and perform the duties set forth in this Letter in accordance with applicable professional and ethical obligations; and

WHEREAS, the parties desire to set forth the terms and conditions of the authorization and scope of authority granted by Client to Representative.

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 AND AUTHORITY

Client hereby appoints Representative, and Representative accepts the appointment, as Client's authorized representative with authority to act on Client's behalf for the purposes and to the extent set forth in Section 2. Representative shall have the authority to receive confidential information, execute documents, make formal and informal communications, and take actions reasonably necessary to effectuate the representation, subject to the limitations expressly stated in this Letter.

2. SCOPE OF REPRESENTATION

Representative is authorized to act on Client's behalf in connection with the following matter(s):

The authorization specifically includes, without limitation, the authority to: (a) request, receive, review, and copy records and documents; (b) negotiate, accept, or reject terms on Client's behalf where expressly permitted; and (c) execute and deliver instruments and notices related to the authorized matter, provided that Representative shall not settle or otherwise compromise any material claims or obligations on behalf of Client without prior written consent from Client.

3. TERM AND TERMINATION

The appointment shall commence on the effective date set forth above and shall continue until:

Either party may terminate this Letter for any reason upon written notice to the other party. Termination shall not affect Representative's right to be reimbursed for fees and expenses reasonably incurred prior to the effective date of termination, nor will termination relieve the parties of any liability for breaches occurring prior to termination.

4. CLIENT OBLIGATIONS

Client shall cooperate fully with Representative, provide all information and documents reasonably requested, and promptly notify Representative of any facts or communications relevant to the authorized matter. Client represents that the information provided to Representative is true and complete to the best of Client's knowledge.

5. FEES AND EXPENSES

Compensation for services rendered by Representative shall be as set forth below. Client agrees to reimburse Representative for reasonable out-of-pocket expenses incurred in connection with the representation. All fees and expenses shall be payable in accordance with the payment terms set forth below.

6. CONFIDENTIALITY

Representative shall treat as confidential and shall not disclose any non-public information obtained from Client in connection with the representation except (a) to the extent disclosure is necessary to carry out the authorized representation, (b) as required by law, regulation, or ethical duty, or (c) with Client's prior written consent. Representative shall take commercially reasonable measures to safeguard Client's confidential information.

7. CONFLICTS OF INTEREST; REPRESENTATIVE'S DUTIES

Representative represents that it has conducted appropriate conflict checks and has no known conflict that would preclude this representation. If Representative becomes aware of a conflict or a potential conflict, Representative shall promptly notify Client and take such steps as required by applicable ethical rules. Representative shall act in Client's best interests and shall disclose to Client any material information bearing on the representation.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Letter shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier, or sent by first-class certified mail, return receipt requested, to the addresses set forth below or to such other address as either party designates by notice to the other.

9. LIMITATIONS AND ADDITIONAL AUTHORITIES

Client may limit Representative's authority by written notice. The parties may indicate limited authorities below by checking the appropriate boxes. Unless expressly checked and initialed, Representative is presumed to have the general authorities set forth in Section 2.

Representative authorized to receive and inspect records only
Representative authorized to negotiate and execute non-monetary agreements on behalf of Client
Representative NOT authorized to settle or compromise material claims without prior written consent

10. GOVERNING LAW; DISPUTE RESOLUTION

This Letter shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. Any dispute arising out of or relating to this Letter shall be resolved by the state or federal courts located in that jurisdiction, and the parties hereby submit to the exclusive jurisdiction of such courts.

11. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. If any provision of this Letter is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. No amendment to this Letter shall be effective unless in writing and signed by both parties.

12. WAIVER; COUNTERPARTS

The failure of either party to enforce any provision of this Letter shall not constitute a waiver of future enforcement of that or any other provision. 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. Facsimile or electronic signatures shall be deemed originals for all purposes.

EXECUTION

IN WITNESS WHEREOF, the parties hereto have executed this Authorization of Representation Letter as of the dates set forth below.

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