Legal Confirmation of Instructions

LEGAL CONFIRMATION OF INSTRUCTIONS

This Legal Confirmation of Instructions (the "Confirmation") is made as of Effective Date: by and between Client Name: (Entity Type: ), with principal place of business at , and Recipient Name: (Entity Type: ), with principal place of business at .

RECITALS

WHEREAS, Client has provided to Recipient certain instructions, directions, materials and objectives concerning the subject matter described as:

WHEREAS, Client desires written confirmation of the scope, limitations and authority granted to Recipient in carrying out such instructions; and

WHEREAS, Recipient acknowledges receipt of the foregoing and is willing to accept and act upon the instructions subject to the terms and conditions set forth in this Confirmation.

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

1. DEFINITIONS

For purposes of this Confirmation, the following terms shall have the meanings set forth below. "Instructions" means the specific directions and requirements delivered by Client to Recipient, whether oral, written or electronic, and described in Instructions Summary. "Confidential Information" means non-public information disclosed by a party to the other relating to business, operations, or the subject matter of the Instructions, whether disclosed before or after the Effective Date.

2. CONFIRMATION AND SCOPE

Client hereby confirms and ratifies the Instructions delivered to Recipient as of Effective Date: . Recipient's authority to act is limited to the scope expressly set forth in the Instructions Summary and any attachments incorporated in writing. Any action outside the expressly confirmed scope is unauthorized unless Client provides prior written confirmation signed by an authorized representative.

3. PERFORMANCE OBLIGATIONS

Recipient shall perform the Instructions using the standard of care and diligence customarily exercised by reasonably prudent professionals performing similar services. Recipient shall document material actions taken pursuant to the Instructions and shall provide Client, upon request, written reports of such actions within a reasonable period.

4. CONFIDENTIALITY

Recipient shall maintain all Confidential Information in strict confidence and shall not disclose it to any third party except (a) with Client's prior written consent, (b) to Recipient's employees or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, or (c) as required by applicable law or regulation. If disclosure is compelled by law, Recipient shall provide prompt written notice to Client to permit Client to seek appropriate protective measures.

5. LIMITATION OF LIABILITY; INDEMNIFICATION

Except for losses resulting from Recipient's gross negligence or willful misconduct, neither party shall be liable to the other for indirect, incidental, special or consequential damages arising out of or in connection with this Confirmation. Client shall indemnify, defend and hold harmless Recipient from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of the Instructions or Client's negligent acts or omissions in connection with the Instructions.

6. FEES AND EXPENSES

If compensation for services performed pursuant to the Instructions is payable, the parties shall set forth the applicable fees, billing intervals and expense reimbursement in a separate schedule or invoice acknowledged by both parties. All undisputed invoices shall be paid within days of receipt.

7. TERM AND TERMINATION

This Confirmation shall commence on the Effective Date and shall continue until the Instructions have been completed or until earlier terminated by either party upon written notice to the other. Termination shall not relieve a party of obligations accrued prior to termination, including payment and confidentiality obligations.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Confirmation must be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice).

9. AMENDMENT; WAIVER; COUNTERPARTS

This Confirmation may be amended only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance. This Confirmation may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

11. MISCELLANEOUS

Each party represents and warrants that it has full power and authority to enter into this Confirmation and to perform its obligations hereunder, and that the person signing on its behalf is duly authorized to do so. The obligations of confidentiality, indemnity and any payment obligations shall survive termination or expiration of this Confirmation as provided herein.

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