Legal Delegation of Powers Agreement

LEGAL DELEGATION OF POWERS AGREEMENT

This Legal Delegation of Powers Agreement ("Agreement") is made and entered into as of Effective Date: by and between Principal Name: and Delegate/Agent Name: .

RECITALS

WHEREAS, Principal represents that Principal has authority to delegate certain powers and responsibilities as set forth herein; and

WHEREAS, Delegate represents that Delegate is willing and able to accept and exercise the delegated powers subject to the terms, limitations and conditions contained in this Agreement; and

WHEREAS, the parties desire to set forth in writing the scope, duration, duties, limitations and procedures governing the delegation of powers from Principal to Delegate.

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

1. DEFINITIONS

1.1 "Delegated Powers" means the authorities described in Section 2 and any schedules attached to this Agreement. 1.2 "Confidential Information" means nonpublic information exchanged in connection with the exercise of delegated authorities. 1.3 "Material" means any instrument, contract, document or transaction exceeding the monetary threshold specified in Section 2.3.

2. DELEGATION OF POWERS

2.1 Scope. Principal hereby delegates to Delegate the powers, authorities and discretions set forth in this Section 2 subject to the terms and limitations of this Agreement. Delegate shall have the authority to act on behalf of Principal only as expressly provided below.

2.2 Specific Authorities. Delegate is authorized, insofar as necessary to carry out the business described below, to perform the following acts on behalf of Principal (check all that apply and specify details where required):

2.3 Monetary and Transactional Limitations. Delegate shall not authorize or consummate any single transaction or series of related transactions in excess of without prior written authorization from Principal. Any Material transaction requires prior written approval from Principal.

3. TERM, REVOCATION AND SUSPENSION

3.1 Term. This Agreement shall commence on the Effective Date specified above and shall continue until terminated as provided in this Section 3.

3.2 Revocation and Suspension. Principal may at any time revoke or suspend, in whole or in part, the authorities granted to Delegate by providing written notice to Delegate in accordance with Section 9. Revocation shall be effective upon receipt of such notice, except to the extent third parties reasonably rely on previously executed documents or instruments in good faith.

4. DUTIES, LIMITS AND STANDARD OF CARE

4.1 Fiduciary Duty and Standard of Care. Delegate shall act in good faith, with due care, and in the best interests of Principal. Delegate shall perform delegated duties consistent with applicable law and customary professional standards.

4.2 No Self-Dealing. Delegate shall not engage in self-dealing transactions with Principal without full prior disclosure and the express written consent of Principal.

5. RECORDS, REPORTING AND ACCESS

Delegate shall maintain complete and accurate records of actions taken under this Agreement and shall provide Principal with written reports no less frequently than or as otherwise requested by Principal. All records created or obtained while exercising delegated powers shall be Principal's property.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Agreement, that the execution and performance hereof will not violate any applicable law, contract, or fiduciary duty, and that all information provided to the other party in connection with this Agreement is true and complete in all material respects.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Indemnification. Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against any and all losses, liabilities, damages, claims, costs and expenses (including reasonable attorneys' fees) arising from the Indemnifying Party's breach of this Agreement, willful misconduct or gross negligence in the performance of its obligations hereunder.

7.2 Limitation. Except for losses arising from willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential or punitive damages.

8. INSURANCE

Delegate shall maintain at Delegate's expense appropriate insurance coverage (including professional liability insurance where applicable) in amounts reasonably sufficient to cover risks arising from the exercise of delegated powers. Upon request, Delegate shall provide evidence of such insurance to Principal.

9. NOTICES

All notices, requests, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier, addressed as follows:

Notice shall be deemed given on the date of delivery if delivered by hand, three days after deposit in the mail if mailed, or one business day after delivery to a national overnight courier.

10. CONFIDENTIALITY

Delegate shall keep confidential all Confidential Information obtained in the course of performing delegated duties and shall not disclose such information except as necessary to perform duties under this Agreement or as required by law. This obligation shall survive termination of this Agreement.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any provision shall be effective unless in writing signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original, and facsimile or electronic signatures shall be deemed originals for all purposes.

14. MISCELLANEOUS

14.1 Further Assurances. Each party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the purposes of this Agreement. 14.2 Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns; neither party may assign its rights or obligations without the prior written consent of the other party.

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date(s) set forth below.

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