Legal Consent for Signature

LEGAL CONSENT FOR SIGNATURE

This Legal Consent for Signature (the "Consent") is made as of Effective Date: by and between Consenting Party Name: whose principal address is (the "Consenting Party"), and Recipient Party Name: whose principal address is (the "Recipient"). The Consenting Party and the Recipient are each a "Party" and together the "Parties."

RECITALS

WHEREAS, the Consenting Party possesses the authority to execute signatures on certain agreements, instruments, consents and related documents described herein;

WHEREAS, the Recipient requires the Consenting Party's signature, which may be delivered by manual, electronic, facsimile, scanned or other reproduction methods for the efficient completion of transactions specified in this Consent;

WHEREAS, the Parties desire to set forth the terms, scope, limitations and procedures under which the Recipient may apply or transmit the Consenting Party's signature.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

For purposes of this Consent: (a) "Authorized Signature" means the signature of the Consenting Party or the signature of any person expressly authorized in writing by the Consenting Party; (b) "Covered Documents" means the documents, instruments, consents or notices described in Section 2 and in the Covered Documents Description field below; and (c) "Electronic Signature" means any electronic mark, process or protocol intended to authenticate a writing or sign a document.

2. Grant of Consent

The Consenting Party hereby irrevocably authorizes and consents to the Recipient's application, affixation, transmission and use of the Consenting Party's Authorized Signature on Covered Documents identified in the Covered Documents Description field above. This grant includes the delivery of manual signatures by a designated agent, the use of Electronic Signatures, and the transmission of signed copies by electronic transmission, facsimile or scanned image, subject to the limitations set forth in this Consent.

3. Scope and Limitations

The consent granted in Section 2 is limited to the following methods (select all that apply) and to the period from Effective Date to Expiration Date:

Electronically affixed signatures (including typed, cryptographic or platform-based signatures)    Scanned image of manual signature    Facsimile transmission of manual signature

Consent Effective Date:    Consent Expiration Date (if any):

4. Representation and Warranties

The Consenting Party represents and warrants that: (a) it has full power and authority to grant the consent herein; (b) the Authorized Signatory is authorized to bind the Consenting Party; (c) signatures applied pursuant to this Consent shall be deemed originals for all purposes; and (d) the Consenting Party will provide updated specimens or authorization in writing upon request by the Recipient.

5. Reliance and Indemnity

The Recipient and any third party acting in good faith may rely upon any signature applied pursuant to this Consent. The Consenting Party agrees to indemnify, defend and hold harmless the Recipient and its agents, representatives and transferees from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) resulting from the Consenting Party's breach of this Consent or any misrepresentation made herein.

6. Revocation

The Consenting Party may revoke this Consent only by delivering written notice of revocation to the Recipient at the address specified in the Notices section below. Revocation shall be effective five (5) business days after receipt by the Recipient, except that such revocation shall not affect the validity or enforceability of any Covered Document executed in reliance on this Consent prior to the effective date of revocation.

7. Confidentiality and Security

The Recipient shall maintain reasonable administrative, technical and physical safeguards to protect the confidentiality and integrity of the Consenting Party's signatures and any records evidencing use of such signatures. The Recipient shall not disclose signature data to third parties except as necessary to effectuate Covered Documents or as required by law.

8. Notices

All notices under this Consent must be in writing and delivered to the addresses set forth below. Notice is effective upon actual receipt.

9. Governing Law

This Consent shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Consent.

10. Entire Agreement; Severability; Amendments

This Consent constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Consent is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect. This Consent may be amended only by a written instrument signed by both Parties.

11. Waiver; Counterparts; Execution

No waiver of any breach shall be effective unless in writing signed by the waiving Party. This Consent may be executed in counterparts, each of which shall be deemed an original, and electronic or facsimile signatures shall be deemed originals for all purposes.

12. Additional Provisions

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