Legal Customer LOA Form

LEGAL CUSTOMER LETTER OF AUTHORIZATION (LOA)

This Letter of Authorization ("LOA") is made as of by and between Customer Name: , Entity Type: Individual Corporation LLC Partnership Other: , Address: (hereinafter "Customer"), and Company Name: , Address: (hereinafter "Company").

RECITALS

WHEREAS, Customer maintains accounts, records, or service relationships identified by Account Number(s): and desires to authorize the Company to act on Customer's behalf for the limited purposes set forth herein; and

WHEREAS, Company has requested written authorization to receive, review, request changes to, and provide instructions regarding the Customer's accounts and information to facilitate lawful administration, service, or transition of services; and

WHEREAS, Customer is willing to grant such authorization subject to the terms and limitations contained in this LOA.

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

1. AUTHORIZATION

Customer hereby irrevocably authorizes Company, and Company's authorized agents, employees and representatives, to access, receive, inspect, obtain copies of, and provide instructions with respect to Customer's accounts, records, and information for the specific purposes described in Section 2. This authorization includes, without limitation, the right to make inquiries, submit requests for changes, execute transfer directives, and receive confidential account documentation from third parties to the same extent as Customer.

2. SCOPE AND PURPOSE

The scope of this authorization is limited to the following purposes:

3. TERM; REVOCATION

This LOA shall commence on the Effective Date set forth above and shall remain in full force and effect until: (a) the earlier of termination by mutual written agreement of the parties; (b) Customer's written revocation delivered in accordance with Section 10; or (c) termination as set forth in an executed termination notice. Notwithstanding any revocation, actions taken by Company in reasonable reliance on this LOA prior to actual receipt of a valid revocation shall be valid and binding.

4. REPRESENTATIONS AND WARRANTIES

Customer represents and warrants that: (a) Customer has full power and authority to execute and deliver this LOA and to grant the rights and powers herein; (b) all information provided to Company is true, complete and accurate; and (c) execution of this LOA will not violate any agreement, law, or duty to any third party.

5. CONFIDENTIALITY AND USE OF INFORMATION

Company shall treat all information obtained under this LOA as confidential and shall not disclose such information except to its employees, affiliates, agents or contractors who have a need to know and who are bound by confidentiality obligations. Company may disclose information if required by law or legal process, but shall notify Customer of such disclosure to the extent permitted.

6. RECORDS, AUDIT AND RETENTION

Company shall maintain records of actions taken pursuant to this LOA for a minimum of three (3) years and shall upon reasonable request permit Customer to audit such records to verify compliance with this LOA, provided that any audit shall be conducted at Customer's expense and during normal business hours.

7. INDEMNIFICATION

Customer agrees to indemnify, defend and hold Company and its officers, directors, employees and agents harmless from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Customer's breach of this LOA, Customer's negligent or willful acts or omissions, or Customer's misrepresentations hereunder.

8. LIMITATION OF LIABILITY

EXCEPT FOR FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LOA, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

9. COMPLIANCE WITH LAW

Each party shall comply with all applicable laws, regulations and rules in performing its obligations under this LOA, including, without limitation, applicable privacy, data protection and anti-money laundering requirements.

10. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses below. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

11. AMENDMENT; WAIVER; COUNTERPARTS

This LOA may be amended or supplemented only by a written instrument executed by both parties. No waiver of any breach or default shall be effective unless in writing and signed by the party granting such waiver. This LOA may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; VENUE

This LOA shall be governed by and construed in accordance with the laws of the state identified below without regard to choice of law principles. Any dispute arising from or relating to this LOA shall be brought exclusively in the state or federal courts located within the county identified below, and the parties consent to personal jurisdiction therein.

13. ENTIRE AGREEMENT; SEVERABILITY

This LOA constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral. If any provision of this LOA is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

CERTIFICATIONS

By signing below, Customer certifies that the individual signing on behalf of Customer is authorized to bind Customer, that the information provided in this LOA is true and correct, and that Customer consents to the release and exchange of information as described herein.

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