Legal Authorized Signatures Form

LEGAL AUTHORIZED SIGNATURES FORM

This Legal Authorized Signatures Form (the "Form") is made and entered into as of Date: by and between Organization Name: (the "Organization") and Recipient Name: (the "Recipient").

RECITALS

WHEREAS, the Organization conducts business and enters into binding instruments and agreements in the ordinary course and desires to identify individuals who are authorized to execute and deliver such instruments on the Organization's behalf; and

WHEREAS, the Recipient requires a written certification of such authorized signatories to rely upon for the acceptance and processing of documents, contracts, payments or other obligations; and

WHEREAS, the parties wish to set forth the names, titles, specimen signatures and the scope of authority of those individuals authorized to bind the Organization.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS AND SCOPE

1.1 "Authorized Signatory" means an individual listed in Section 2 whose name, title and specimen signature are certified by an authorized officer of the Organization and who is empowered to execute, deliver and perform documents and agreements that bind the Organization within the authority described in this Form.

1.2 This Form applies to instruments, agreements, certificates, orders, notices, payments and other documents for which the Recipient may require evidence of authority to bind the Organization (collectively, "Documents").

2. AUTHORIZED SIGNATORIES

The Organization certifies that the following individuals are authorized signatories with the scope of authority indicated. The Organization represents that the specimen signatures set forth below are true and correct and that documents executed by such individuals in the Organization's name will bind the Organization according to the limits stated.

3. LIMITATIONS; SIGNING REQUIREMENTS

3.1 Unless otherwise indicated in the Authorized Scope field for a listed individual, each Authorized Signatory may execute Documents on behalf of the Organization only to the extent consistent with the title and scope set forth herein. The Organization agrees to notify Recipient promptly in writing of any change to signing requirements or authority levels.

3.2 The Organization represents that the following signing rule applies for Documents absent specific written instruction to the contrary: .

4. REPRESENTATIONS, WARRANTIES AND COVENANTS

The Organization hereby represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction indicated below; (b) the execution and delivery of this Form and the actions of the Authorized Signatories are within its corporate or organizational powers and have been duly authorized; and (c) Documents signed by the Authorized Signatories consistent with this Form will bind the Organization.

5. RELIANCE; INDEMNITY

The Recipient may rely conclusively on the authority of Authorized Signatories certified herein until receipt of a written revocation or amendment executed by an authorized officer of the Organization. The Organization agrees to indemnify and hold harmless the Recipient from any loss, liability or expense incurred as a result of reliance on signatures or representations made in good faith under this Form, except to the extent such loss arises solely from the Recipient's gross negligence or willful misconduct.

6. REVOCATION AND AMENDMENT

Any amendment, modification or revocation of the certifications made herein must be in writing and signed by an authorized officer of the Organization, delivered to the Recipient at the Notices address below. The Recipient may rely on the last written certification received and acknowledged in writing by Recipient.

7. NOTICES

All notices, requests, consents and communications required or permitted under this Form shall be in writing and delivered to the addresses set forth below. Notices shall be deemed given when delivered by hand, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

8. GOVERNING LAW; VENUE

This Form shall be governed by and construed in accordance with the laws of the jurisdiction in which the Organization is organized, without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of or related to this Form.

9. ENTIRE AGREEMENT; SEVERABILITY

This Form constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior writings and understandings relating thereto. If any provision of this Form is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

10. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Form shall be effective unless in writing and signed by both parties. A waiver of any breach shall not operate as a waiver of any other or subsequent breach. This Form may be executed in counterparts, each of which shall be deemed an original, and facsimile or electronic signatures shall be binding for all purposes.

11. CERTIFICATION

The undersigned officer of the Organization certifies, under penalty of perjury where applicable, that: (a) the information and specimen signatures set forth in this Form are true, complete and accurate; (b) the persons listed are authorized to take the actions described; and (c) this certification is given to induce the Recipient to accept Documents signed by the Authorized Signatories.

ADDITIONAL INFORMATION

Corporation    LLC    Partnership    Other

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