Legal CA Qualification Form

LEGAL CA QUALIFICATION FORM

This Legal CA Qualification Form is made effective as of Effective Date: by and between Applicant Name: , an entity formed under the laws of Jurisdiction of Formation: , and Authorized Representative Name: , in the capacity of Authorized Representative for the Applicant.

RECITALS

WHEREAS, the Applicant is a business entity formed under the laws of the jurisdiction identified above and seeks to obtain qualification to transact business and to comply with applicable California statutory and regulatory requirements; and

WHEREAS, the Authorized Representative has authority to act on behalf of the Applicant for the purpose of filing necessary documents, accepting service of process, and completing the qualification process in the State of California; and

WHEREAS, the parties desire to set forth certain representations, certifications and procedures necessary to complete the California qualification process.

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

1. DEFINITIONS

For purposes of this Form, "Qualification" means the filing and acceptance of any documents required under California law for the Applicant to transact business in California, including designation of a registered agent and the payment of required fees.

2. REQUEST FOR QUALIFICATION AND AUTHORITY

The Applicant hereby requests Qualification in the State of California and authorizes the Authorized Representative to prepare, execute, file and deliver all documents on behalf of the Applicant necessary to accomplish Qualification, including but not limited to: articles, certificates, statements, or other instruments required by California authorities.

3. REPRESENTATIONS AND WARRANTIES

The Applicant represents and warrants to the Authorized Representative and, where applicable, to any filing authority that: (a) the Applicant is duly organized and in good standing in its jurisdiction of formation; (b) the Applicant has full corporate or organizational power and authority to request Qualification and to grant the authorities and certifications contained in this Form; and (c) all information supplied in connection with this Form is true, correct and complete to the best of the Applicant's knowledge.

4. COMPLIANCE WITH CALIFORNIA LAW

The Applicant covenants to comply with the laws of the State of California applicable to foreign entities authorized to transact business. The Applicant agrees to maintain all records, licenses, and permits required by California authorities and to file reports or statements as required by law.

5. REGISTERED AGENT FOR SERVICE OF PROCESS

Applicant designates the following person or entity as the Applicant's registered agent for service of process in California. Applicant authorizes the Authorized Representative to designate and, if necessary, change the registered agent as required to maintain Qualification.

6. ENTITY INFORMATION

Corporation    Limited Liability Company (LLC)    Partnership    Limited Partnership    Other:

7. BUSINESS ACTIVITIES IN CALIFORNIA

8. FEES, COSTS AND TAXES

The Applicant acknowledges responsibility for all fees, taxes, penalties and costs associated with Qualification and ongoing compliance in California. The Authorized Representative may incur reasonable out-of-pocket expenses in furtherance of Qualification; the Applicant agrees to reimburse such expenses upon submission of documentation.

9. INDEMNIFICATION

The Applicant shall indemnify, defend and hold harmless the Authorized Representative from and against any claims, liabilities, losses, costs or expenses (including reasonable attorneys' fees) arising out of any misstatement or omission in the information provided by the Applicant, or the Applicant's failure to comply with applicable law.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Form shall be in writing and delivered to the addresses below unless a party provides notice of a change of address in accordance with this Section.

11. AMENDMENT, WAIVER AND COUNTERPARTS

This Form may be amended only by a written instrument executed by both parties. No failure or delay in exercising any right under this Form will operate as a waiver. This Form may be executed in counterparts, each of which constitutes an original and all of which constitute one instrument; facsimile or electronic signatures shall be binding.

12. GOVERNING LAW, ENTIRE AGREEMENT, SEVERABILITY

This Form shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of law principles. This Form constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Form is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

CERTIFICATIONS AND ACKNOWLEDGMENT

The undersigned certify under penalty of perjury that the information contained in this Form is true, correct and complete, that they are authorized to execute this Form on behalf of the Applicant, and that the Applicant will comply with applicable California law as required by Qualification.

I certify the accuracy of the information provided and authorize the Authorized Representative to take actions necessary for Qualification.

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