Legal Director Directory

LEGAL DIRECTOR DIRECTORY

This Legal Director Directory (the "Directory") is executed by the undersigned parties as of the Effective Date set forth below. Company: and Recipient: agree as follows. Effective Date:

Recitals

WHEREAS, Company maintains and periodically updates a roster of individuals designated by Company to act as legal directors, authorized contacts, and authorized signatories for legal matters affecting Company;

WHEREAS, Recipient requires an authoritative directory listing those individuals and the scope of their authority for the purpose of accepting notices, executing legal instruments, and otherwise representing Company in designated legal matters; and

WHEREAS, the parties desire to set forth the Directory contents, update procedures, and reliance rules to be observed by Recipient and third parties;

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

1. Directory Entries

Company hereby provides the following list of Legal Directors. Each listed individual is represented to have the authority described in the Authority and Limitations clause below. Each entry includes name, title, contact information, effective date, and a description of authority.

Director Entry 1

Phone:    Email:

Effective Date:

Authorized to sign legal instruments Authorized to receive service of process

Director Entry 2

Phone:    Email:

Effective Date:

Authorized to sign legal instruments Authorized to receive service of process

Additional Directors

If there are additional authorized legal directors beyond those listed above, provide summary details in the field below and attach any accompanying certificates or resolutions as required by Company policy.

2. Maintenance and Updating

Company shall provide Recipient with written notice of any additions, removals, or changes to the Directory at least five (5) business days prior to the effective date of the change, except where immediate action is required by law. Notice shall be provided in accordance with the Notices provision below. Recipient may rely upon the last written Directory received from Company until superseded by a valid written update.

3. Authority and Limitations

Each person listed in this Directory is authorized only to the extent expressly described in the Scope of Authority associated with that person. Company represents and warrants that, as of the Effective Date, the individuals listed possess the authority described and that Company shall indemnify Recipient and third parties who reasonably rely on the representations herein against losses resulting from a later determination that such authority was absent, except to the extent such losses arise from Recipient's gross negligence or willful misconduct.

4. Reliance by Third Parties

Recipient and any third party may rely upon this Directory and any written updates delivered in accordance with Section 2. Recipient has no obligation to independently verify the authority of a listed individual beyond reviewing the Directory and any accompanying company resolutions or written certifications provided by Company.

5. Notices

All notices under this Directory shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by written notice. Notices shall be effective upon receipt.

6. Amendments and Waiver

This Directory may be amended only by a written instrument signed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude other or further exercise of that right or the exercise of any other right.

7. Counterparts; Execution

This Directory may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute a single instrument. Signatures transmitted by electronic means shall be deemed originals for all purposes.

8. Governing Law; Entire Agreement; Severability

This Directory shall be governed by and construed in accordance with the laws of the jurisdiction specified by Company at the time of execution. This Directory constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings. If any provision of this Directory is found to be invalid or unenforceable, that provision shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force and effect.

9. Certification

Each party represents and warrants that it has full corporate power and authority to enter into this Directory and to perform its obligations hereunder. Company certifies that its board of directors or other governing body has authorized the persons listed herein and that Company will provide, upon request, supporting corporate resolutions or other evidence of authorization.

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