Legal Consent Actions Form

LEGAL CONSENT ACTIONS FORM

This Legal Consent Actions Form is made as of Effective Date: by and between Party A: (Entity Type: Individual Corporation Limited Liability Company) with principal address at ; and Party B: (Entity Type: Individual Corporation Limited Liability Company) with principal address at .

RECITALS

WHEREAS, each party has authority to enter into this Agreement and desires to grant and receive certain consents necessary to permit specified actions set forth below; and

WHEREAS, the parties wish to document the scope, duration, conditions and limitations of such consents in order to provide certainty and to allocate risk and responsibility with respect to execution of those actions; and

WHEREAS, the parties intend that this Form constitute a written record of the consents, approvals and authorizations provided herein, enforceable pursuant to its terms.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1. "Authorized Actions" means the actions expressly authorized in Section 2 of this Form. "Effective Date" means the date set forth above. "Expiration Date" means the date specified as an expiration below or, if none is specified, the date the last authorized action is completed in accordance with the terms hereof.

2. GRANT OF CONSENT; AUTHORIZED ACTIONS

2.1. Subject to the terms and conditions of this Form, each party hereby grants to the other party the consents described below to take the specified Authorized Actions on behalf of, or affecting, the granting party.

2.2. Authorized Actions (select all that apply):
Execute, deliver and file agreements, instruments and amendments necessary to effectuate transactions related to the subject matter of this consent.
Transfer, assign or convey specified assets, properties or interests as described in the attached description or as otherwise agreed in writing.
Settle, compromise or release claims, demands or disputes on terms authorized by the granting party.
Initiate, defend or discontinue litigation or administrative proceedings to the extent authorized in writing by the granting party.
Disclose Confidential Information to third parties to the limited extent necessary to accomplish an Authorized Action and consistent with Section 6 below.
Other (describe):

3. SCOPE, DURATION AND CONDITIONS

3.1. Scope. Each consent granted hereunder is narrowly construed to permit only the specific actions set forth in Section 2 and any related ministerial acts reasonably necessary to effectuate those actions. Any authority not expressly granted is reserved to the granting party.

3.2. Term. The consents granted by each party shall commence on the Effective Date and shall terminate as follows (select one):
Until Expiration Date:
Until completion of the Authorized Actions described in Section 2, provided that completion is documented in writing and delivered to the granting party.

3.3. Conditions Precedent. Consent is conditioned upon delivery of all required supporting documentation, approvals, certificates of authority, board or member resolutions (as applicable), and compliance with applicable law. Specific conditions precedent are:

4. REPRESENTATIONS AND WARRANTIES

4.1. Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (if an entity); (b) it has full corporate or other power and authority to enter into this Form and to grant the consents set forth herein; (c) the person signing this Form on its behalf is duly authorized to do so; and (d) the execution, delivery and performance of this Form do not and will not violate any agreement, order or law binding on such party.

5. INDEMNIFICATION

5.1. Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and agents (collectively, the "Indemnified Parties") from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Form, a breach of any representation or warranty, or any negligent or willful act or omission in carrying out an Authorized Action beyond the scope of the consent granted.

6. CONFIDENTIALITY

6.1. Confidential Information disclosed in connection with any Authorized Action shall be used only for the purpose of effecting such action and shall be held in strict confidence by the receiving party, except as required by law, judicial process, or as necessary to enforce this Form. Any disclosures permitted by this Form shall be limited to the minimum information necessary and recipients shall be bound to confidentiality obligations no less protective than those in this Section.

7. NOTICES

7.1. All notices, requests, consents and other communications required or permitted hereunder must be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

8. AMENDMENTS; WAIVER

8.1. This Form may be amended only by a written instrument signed by both parties. No failure or delay by a party in exercising any right, power or privilege under this Form shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise.

9. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

9.1. Governing Law. This Form shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to conflict of laws principles.

9.2. Severability. If any provision of this Form is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed to give effect to the parties' intent to the fullest extent permitted by law.

9.3. Entire Agreement. This Form, together with any documents executed pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, both written and oral.

10. MISCELLANEOUS

10.1. Counterparts. This Form may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective as originals.

10.2. No Power of Attorney. Unless expressly stated otherwise in writing executed by the granting party, the consents granted herein do not constitute a general power of attorney and do not authorize the grantee to act beyond the narrow scope described in Section 2.

CERTIFICATIONS

By executing below, each signatory certifies that he or she is authorized to execute this Form on behalf of the party named and that the party has reviewed and accepts the terms, conditions and limitations set forth herein.

ADDITIONAL DETAILS

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