Legal Authorization and Consent Form

LEGAL AUTHORIZATION AND CONSENT FORM

This Legal Authorization and Consent Form (the "Agreement") is made as of Effective Date: by and between Principal Name: Principal Address: and Authorized Representative Name: Representative Address: .

RECITALS

WHEREAS, Principal desires to appoint and authorize the Authorized Representative to act on Principal's behalf for the limited purposes and subject to the conditions set forth in this Agreement; and

WHEREAS, Authorized Representative is willing to serve in such capacity and to accept the authority granted herein, and the parties intend that such authority conform to all applicable laws and the terms of this Agreement;

WHEREAS, the parties wish to establish the scope, duration, limitations, and conditions of the authorization and consent granted below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. AUTHORIZATION

Principal hereby irrevocably (except as otherwise provided in Section 4) appoints and authorizes Authorized Representative to act for, in the name of, and on behalf of Principal to perform the following acts to the extent permitted by law:

(a) To execute, deliver, endorse, and countersign documents, instruments and agreements necessary to effectuate the purposes described in this Agreement; and

(b) To obtain and review records and information, to provide consent or release of information to third parties, and to make decisions consistent with the authority granted herein.

Specific authorization details and limitations (if any):

2. SCOPE AND LIMITATIONS

The authority granted under Section 1 is limited as follows: Authorized Representative shall exercise such authority only to the extent necessary to accomplish the specific actions identified in this Agreement and shall not have authority to:

(a) Make gifts, transfers of ownership interests, or testamentary dispositions on behalf of Principal; (b) change Principal's estate plan or beneficiary designations except as expressly provided in writing; or (c) bind Principal to obligations beyond those expressly authorized herein without prior written consent from Principal.

3. TERM AND TERMINATION

This Agreement shall commence on Effective Date specified above and shall continue in full force and effect until Termination Date: , or until earlier revoked in accordance with Section 4.

4. REVOCATION

Principal may revoke this authorization at any time by providing written notice of revocation to Authorized Representative. Revocation shall be effective upon receipt by Authorized Representative or such later date as specified in the notice. Any third party who acts in reliance on this authorization prior to receipt of actual written notice of revocation shall not be liable to Principal for such reliance.

5. REPRESENTATIONS AND WARRANTIES

Principal represents and warrants to Authorized Representative that Principal is legally competent to execute this Agreement and that the execution and performance of this Agreement will not violate any law or contractual obligation of Principal. Authorized Representative represents and warrants that Representative will act in good faith, with reasonable care, and in accordance with the terms and limitations of this Agreement.

6. CONFIDENTIALITY

Authorized Representative shall maintain in confidence any non-public information obtained in the course of performing authorized acts and shall not disclose such information except as necessary to carry out the purposes of this Agreement or as required by law. This obligation shall survive any termination or revocation of this Agreement.

7. INDEMNIFICATION

Principal agrees to indemnify and hold harmless Authorized Representative and its agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from actions lawfully taken by Authorized Representative in accordance with this Agreement, except to the extent such claims arise from Authorized Representative's gross negligence or willful misconduct. This Section shall survive termination of this Agreement.

8. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party designates by written notice to the other party.

9. COMPLIANCE WITH LAW

Authorized Representative shall comply with all applicable federal, state, and local laws, regulations and fiduciary duties in exercising any authority granted under this Agreement. Where any action requires court authorization or other third-party approval, Authorized Representative shall seek such approval prior to acting.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of laws rules.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is determined to be invalid or unenforceable, such determination shall not affect the validity of any other provision, and the offending provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

12. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver by any party of any breach of this Agreement shall be deemed a waiver of any subsequent breach. This Agreement may be executed in counterparts and delivered by facsimile or electronic image, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. MISCELLANEOUS PROVISIONS

The headings in this Agreement are for convenience only and shall not affect its interpretation. The obligations, indemnities and covenants contained herein shall survive termination or expiration to the extent necessary to fulfill their intent.

ACKNOWLEDGMENT AND CONSENT

Principal hereby acknowledges that Principal has read this Agreement, understands its terms, and voluntarily grants the authority and consent set forth herein. Principal further affirms that the authorization is consistent with Principal's intentions and that Principal has had the opportunity to seek independent advice prior to execution.

CAPACITY; ENTITY STATUS

Indicate the legal capacity of each party by checking the applicable box below.

Principal is an: Individual Entity

Authorized Representative is an: Individual Entity

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