Legal Consent to Serve Form

LEGAL CONSENT TO SERVE FORM

This Legal Consent to Serve Form is made as of Effective Date: by and between Entity Name: , a duly organized entity, and Consenting Individual Name: .

RECITALS

WHEREAS, the Entity has nominated or determined to appoint the Consenting Individual to serve as of the Entity; and

WHEREAS, the Consenting Individual is willing to accept such appointment and to perform the duties and responsibilities of the position upon the terms and subject to the conditions set forth in this Consent; and

WHEREAS, the parties desire to set forth their agreement regarding the Consenting Individual's service, representations, and the Entity's obligations with respect thereto.

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

1. ACCEPTANCE OF APPOINTMENT

The Consenting Individual hereby accepts the appointment to serve as of the Entity and agrees to perform the duties, responsibilities and functions of the office in accordance with the Entity's governing documents, applicable law, and customary standards for such office.

2. REPRESENTATIONS AND WARRANTIES

The Consenting Individual represents and warrants to the Entity that: (a) the Consenting Individual is of legal age and has full legal capacity to enter into this Consent; (b) the execution, delivery and performance of this Consent have been duly authorized by all necessary action on the part of the Consenting Individual; (c) there is no pending order, judgment or law that disqualifies the Consenting Individual from serving in the proposed office; and (d) the Consenting Individual is not subject to any agreement or legal restriction that would prevent performance of the duties described herein.

3. DISCLOSURE OF CONFLICTS

The Consenting Individual shall promptly disclose in writing to the Entity any actual, potential or perceived conflict of interest arising during the term of service. Disclosure shall include a description of the nature of the interest and any relationship or transaction that gives rise to the conflict. Following disclosure, the Entity shall determine in good faith any appropriate measures to address such conflict, including recusal from particular decisions where required.

4. CONFIDENTIALITY

During the term of service and thereafter, the Consenting Individual shall keep confidential and shall not disclose to any third party any confidential or non-public information of the Entity except as required by law or with the prior written consent of the Entity. This obligation does not apply to information that becomes publicly available other than through breach of this provision.

5. COMPLIANCE WITH LAW AND POLICIES

The Consenting Individual shall comply with all applicable laws, regulations, and the Entity's bylaws, policies and codes of conduct while serving. The Consenting Individual acknowledges that failure to comply may result in removal or other action as provided by the Entity's governing documents and applicable law.

6. INDEMNIFICATION AND LIABILITY

To the fullest extent permitted by applicable law and subject to the Entity's governing documents, the Entity shall indemnify and hold harmless the Consenting Individual against any and all losses, liabilities, claims, expenses and costs (including reasonable attorneys' fees) arising out of acts or omissions in the performance of duties on behalf of the Entity, provided that the Consenting Individual acted in good faith and in a manner reasonably believed to be in the best interests of the Entity. Indemnification shall be subject to any limitations set forth in the Entity's governing documents and applicable statutes.

7. TERM; RESIGNATION; REMOVAL

The Consenting Individual's service shall commence on the Effective Date set forth above and shall continue until the earlier of (a) resignation by the Consenting Individual delivered in writing to the Entity, (b) removal pursuant to the Entity's governing documents, or (c) the occurrence of any event specified in those governing documents that terminates service. Any resignation shall be effective upon delivery or upon such later date as specified in the resignation notice.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Consent shall be in writing and shall be delivered to the parties at the addresses set forth below or to such other address as a party may designate by notice given in accordance with this Section.

9. GOVERNING LAW

This Consent shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

10. ENTIRE AGREEMENT

This Consent, together with any documents incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

11. SEVERABILITY

If any provision of this Consent is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remainder of this Consent shall continue in full force and effect to the maximum extent permitted by law.

12. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Consent shall be effective unless in writing and signed by the party against whom enforcement is sought. Failure to enforce any right shall not constitute a waiver of that right. This Consent may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

13. ADDITIONAL ACKNOWLEDGMENTS

The Consenting Individual acknowledges receipt of all materials necessary to evaluate service, has had the opportunity to ask questions, and has not relied on any representations other than those expressly set forth in this Consent or in the Entity's governing documents.

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