Legal Direct Pay Agreement

LEGAL DIRECT PAY AGREEMENT

This Legal Direct Pay Agreement ("Agreement") is made and entered into as of Effective Date: by and between Payor Name: whose principal address is , and Payee Name: whose principal address is .

RECITALS

WHEREAS, Payor has agreed to provide funds for certain obligations or services described in the relevant agreement or invoice and desires, subject to the terms of this Agreement, to permit Direct Pay to be made from Payor directly to Payee or to a designated payee representative; and

WHEREAS, Payee has requested that certain amounts otherwise payable be paid directly to a third party or to Payee's designated account in the manner set forth herein and has provided the documentation and payment instructions required by Payor; and

WHEREAS, the parties wish to set forth the terms and conditions under which Payor will make direct payments and the respective duties, warranties and remedies of the parties.

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

1. DEFINITIONS

1.1 "Direct Pay" means payment of funds by Payor directly to Payee or to a payee-designated account or payee-designated third party pursuant to an invoice or request submitted in accordance with this Agreement.

1.2 "Invoice" means a written or electronic billing statement submitted by Payee that identifies the nature of the goods or services provided, the amount due, the invoice date, and the payee's remittance instructions.

2. AUTHORIZATION TO DIRECT PAY

2.1 Payor hereby authorizes Direct Pay to Payee in the amounts and for the purposes set forth in properly submitted Invoices. This authorization applies only to obligations described in each Invoice and is not a general authorization for any other disbursements.

2.2 Payment Amount (if predetermined): Currency:

3. PAYMENT PROCEDURE

3.1 Presentation and Approval. Payee shall submit each Invoice to Payor at the Notice Address provided in Section 10. Each Invoice must include a detailed description of the goods or services, the applicable period, and the total amount due. Payor shall have a reasonable review period not to exceed days to approve or dispute the Invoice in whole or in part.

3.2 Method of Payment. Direct Pay shall be made by electronic transfer to the account designated by Payee below, by check to the remittance address on the Invoice, or by such other method as the parties may agree in writing.

4. REMITTANCE INSTRUCTIONS

5. INVOICING, RECORDS AND AUDIT

5.1 Payee shall retain complete and accurate records supporting each Invoice and shall provide, upon Payor's reasonable request and during normal business hours, copies of such records and reasonable access for inspection or audit. Any payment made in reliance on an incomplete or inaccurate Invoice may be subject to adjustment.

6. TAXES AND WITHHOLDING

6.1 Each party is responsible for its own tax obligations arising from payments under this Agreement. Payor may withhold amounts to satisfy applicable tax or other legal obligations to the extent required by law. Payee agrees to provide any necessary tax forms or certificates reasonably requested by Payor.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any agreement, law or court order binding upon it.

7.2 Payee represents that all Invoices submitted are true, accurate and pertain to goods or services actually provided, and that the payee-designated account information is correct and authorized by the owner of the account.

8. INDEMNIFICATION

8.1 Payee shall indemnify, defend and hold harmless Payor and its officers, directors and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Payee's breach of this Agreement, any inaccurate Invoice, or any fraudulent or unauthorized instruction for Direct Pay.

9. TERM AND TERMINATION

9.1 This Agreement shall commence on the Effective Date and continue until terminated by either party upon written notice to the other party delivered at least days prior to the intended termination date. Termination shall not relieve either party of obligations incurred prior to termination.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice.

11. AMENDMENT; WAIVER; COUNTERPARTS

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

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT; SEVERABILITY

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

14. MISCELLANEOUS PROVISIONS

14.1 Remedies. The rights and remedies provided in this Agreement are cumulative and in addition to all other rights and remedies at law or in equity. The prevailing party in any dispute arising out of this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

CERTIFICATIONS

By execution of this Agreement, Payee certifies that the bank account and remittance instructions provided are accurate and authorized, that Payee will notify Payor promptly of any changes, and that Payee will cooperate with any reasonable inquiries or reconciliation requests. Payor certifies that any Direct Pay will be made in good faith and in accordance with the terms of this Agreement.

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