Legal Authorization Representation Form

LEGAL AUTHORIZATION REPRESENTATION FORM

This Legal Authorization and Representation Agreement (the Agreement) is made on this day of , by and between Client Name: whose principal address is (Client), and Authorized Representative Name: whose principal address is (Representative).

RECITALS

WHEREAS, Client desires to engage Representative to act on Client's behalf with respect to the matters described below and to grant specific authority to act for the Client's benefit; and

WHEREAS, Representative acknowledges that Representative owes duties to Client and agrees to act within the scope of authority granted herein and to comply with applicable obligations of confidentiality and professional conduct;

WHEREAS, the parties desire to set forth in writing the scope, duration, and limits of the authority granted to Representative.

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

1. APPOINTMENT

Client hereby appoints Representative as Client's true and lawful agent and attorney-in-fact, with the powers described in Section 2 below. Representative accepts such appointment and agrees to perform the duties and obligations set forth in this Agreement.

2. SCOPE OF AUTHORITY

Representative is authorized to act for Client with respect to the following matters (select applicable authorities and specify limits as appropriate):

3. TERM AND DURATION

This Agreement shall become effective on the date set forth above and shall continue in effect until:

(a) the matter for which authority is granted is finally concluded; (b) Client revokes this Agreement in writing as provided in Section 8; (c) termination by mutual written agreement of the parties; or (d) upon the death, dissolution, or adjudicated incapacity of Client, except where the durable authorization checkbox below is selected.

4. DUTIES OF REPRESENTATIVE

Representative shall act in good faith, with reasonable care, and in the best interests of Client. Representative shall keep contemporaneous records of actions taken on behalf of Client and shall provide such records to Client upon request. Representative shall not commingle Client funds with Representative's own funds.

5. FEES, COSTS, AND EXPENSES

Representative is authorized to incur reasonable expenses and fees necessary to perform the duties under this Agreement. Payment arrangements shall be as follows (select all that apply and provide amounts where requested):

6. CONFIDENTIALITY AND PRIVILEGE

Representative shall maintain the confidentiality of Client information and shall assert any applicable privilege available to Client. Representative may disclose confidential information only as necessary to perform the authorized acts, to obtain advice from retained counsel or consultants, or as required by law. Client expressly authorizes Representative to disclose confidential information to third parties identified in writing by Client.

7. CONFLICTS OF INTEREST

Representative shall promptly disclose any actual or potential conflict of interest to Client. If a conflict arises that materially limits Representative's ability to represent Client, Representative shall withdraw or take other appropriate action consistent with professional obligations and with Client's informed consent.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

Client agrees to indemnify, defend and hold harmless Representative from and against any claim, loss, liability or expense (including reasonable attorneys' fees) incurred in good faith in the performance of Representative's duties under this Agreement, except to the extent such claim arises from Representative's gross negligence, willful misconduct, or material breach of this Agreement.

9. TERMINATION AND REVOCATION

Client may revoke this authorization at any time by providing written notice to Representative. Termination of this Agreement shall not affect actions taken by Representative in good faith prior to receipt of such notice. Upon termination, Representative shall take reasonable steps to transfer or conclude matters as directed by Client.

10. NOTICES

All notices or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses designated below or such other address as a party may provide by written notice in accordance with this Section.

11. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

This Agreement 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.

14. SEVERABILITY

If any provision of this Agreement is determined 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.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means or as a scanned copy shall be effective and binding.

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