Legal Contract Direction

LEGAL CONTRACT DIRECTION

This Legal Contract Direction (the "Direction") is made and entered into as of by and between Principal Name: , an entity of type with principal address , and Agent Name: , an entity of type with address .

RECITALS

WHEREAS, Principal and Agent have negotiated or anticipate engaging in arrangements concerning the performance, administration, or amendment of the contract described as (the "Contract");

WHEREAS, Principal desires to delegate specified authority to Agent to act on Principal's behalf in relation to the Contract, subject to the terms and limitations set forth herein; and

WHEREAS, Agent is willing and able to accept such direction and to perform the duties and obligations described in this Direction upon the terms set forth below.

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

1. DEFINITIONS

In this Direction, unless the context otherwise requires: (a) "Contract" means the agreement identified in the recitals and any amendments thereto approved in accordance with this Direction; (b) "Direction" means this instrument and any schedules or exhibits expressly incorporated herein; (c) "Authorized Acts" means the actions specified in Section 3; and (d) terms defined in the Contract shall have the same meaning herein unless otherwise defined.

2. DIRECTION AND AUTHORIZATION

Principal hereby directs and authorizes Agent to act on Principal's behalf to perform, negotiate, execute, amend, deliver and administer the Contract to the extent expressly described in this Direction. Such authority is limited to the Authorized Acts and shall not be construed to grant authority for acts that would materially increase Principal's obligations under the Contract unless Principal provides prior written consent.

3. SCOPE OF AUTHORITY; AUTHORIZED ACTS

Agent is authorized to perform the following acts (collectively, the "Authorized Acts"): prepare and submit notices required by the Contract; negotiate and sign non-material amendments not increasing Principal's financial exposure beyond the amount set forth in Section 5; coordinate performance and deliverables with third parties; and accept deliveries or notices where acceptance is required. Agent is not authorized to amend the Contract in a manner that increases monetary obligations, encumbers Principal's property, or extends the Term without Principal's prior written approval.

4. DUTIES AND STANDARD OF PERFORMANCE

Agent shall perform the Authorized Acts in good faith, with reasonable care, skill and diligence, and in accordance with applicable law and the standards customarily observed by professionals performing similar services. Agent shall keep accurate records of all material actions taken under this Direction and shall provide periodic written reports to Principal upon request.

5. CONSIDERATION

As consideration for the services under this Direction, Principal shall pay Agent the amount or fees described below. Payment shall be made in accordance with the payment schedule agreed by the parties.

6. TERM AND TERMINATION

This Direction shall commence on the effective date set forth above and shall continue until the earlier of: (a) completion of the Authorized Acts; (b) termination by either party upon thirty (30) days' prior written notice to the other; or (c) termination pursuant to the termination provisions of the Contract. Termination shall not affect liabilities accrued prior to termination, and Sections 7 through 14 shall survive termination to the extent necessary to effect their purpose.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into and perform this Direction, that the signatory is duly authorized to execute this Direction, and that execution and delivery hereof will not violate any agreement to which such party is a party or by which it is bound.

8. CONFIDENTIALITY

Agent shall treat as confidential all non-public information obtained from Principal or in the course of performing the Authorized Acts, and shall not disclose such information except as required by law or as necessary to perform the Authorized Acts, provided that Agent shall require any subcontractor or consultant to be bound by confidentiality obligations no less protective than those herein.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses, liabilities or expenses arising from the indemnifying party's gross negligence, willful misconduct or breach of this Direction. Except for liability resulting from willful misconduct or fraud, neither party shall be liable to the other for consequential, special, indirect or punitive damages.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Direction shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be deemed given upon receipt.

11. AMENDMENTS; WAIVER

No modification, amendment or waiver of any provision of this Direction shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

12. GOVERNING LAW

This Direction shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without giving effect to principles of conflicts of law.

13. ENTIRE AGREEMENT

This Direction, together with any exhibits or schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14. SEVERABILITY

If any provision of this Direction is determined to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

15. COUNTERPARTS; EXECUTION

This Direction may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures may be delivered by electronic means and shall be binding for all purposes.

The parties have caused this Direction to be executed by their duly authorized representatives as of the date first written above.

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