Legal Disbursement Instructions

LEGAL DISBURSEMENT INSTRUCTIONS

This Legal Disbursement Instructions (the "Instructions") is entered into as of by and between Remitter Name: with Remitter Address: ("Remitter"), and Recipient Name: with Recipient Address: ("Recipient"). Remitter and Recipient are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties have executed or are entering into a separate agreement, settlement, or arrangement pursuant to which Remitter will disburse certain funds to Recipient or other specified payees (the "Transaction"); and

WHEREAS, the Parties desire to set forth definitive, irrevocable instructions for the timing, method and allocation of disbursement of funds arising from the Transaction and to allocate responsibilities and liabilities in connection with those disbursements; and

WHEREAS, Remitter requires written, executed instructions and certain certifications from Recipient in order to effect payment and to mitigate any third-party claims, tax withholding obligations and third-party liens.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound, the Parties agree as follows:

1. DEFINITIONS

Capitalized terms used in these Instructions and not otherwise defined shall have the meanings ascribed to them in the underlying Transaction documents. For purposes of these Instructions: "Disbursing Agent" means the entity instructed by Remitter to effect payments, whether Remitter itself or a third party; "Net Proceeds" means Gross Proceeds less authorized deductions described in Section 3.

2. DISBURSEMENT INSTRUCTIONS

Remitter directs that all payments described in these Instructions be made in the manner and to the accounts specified below. These instructions are binding on Remitter and its Disbursing Agent to the extent funds are in Remitter's control; provided, however, that Remitter may suspend or modify disbursement only as permitted by these Instructions or by written agreement of the Parties.

3. PAYMENT DETAILS AND ALLOCATION

If multiple payees are identified, the Disbursing Agent shall allocate funds in the order and amounts specified above. In the event of inconsistent or insufficient allocation instructions, Disbursing Agent shall hold disputed amounts in a segregated account until written joint instructions are received from the Parties.

4. PAYEE BANKING INFORMATION

If payment is not made by wire due to bank refusal or account issues, Disbursing Agent shall promptly notify the Parties and await further joint written instructions. Remitter shall not be liable for delays caused by intermediary or beneficiary banks.

5. METHOD OF PAYMENT

The Parties authorize the following methods (select one or more as applicable):

Wire transfer to account specified above
Issuance of check made payable to named payee
ACH electronic transfer
Other (describe):

6. TAX WITHHOLDINGS; LIENS; THIRD-PARTY CLAIMS

Recipient represents and warrants that to the best of Recipient's knowledge, there are no liens, levies, or other encumbrances that would prevent the remittance of the specified funds to Recipient's account, except as disclosed in writing below.

Remitter may withhold such amounts as required under applicable law, court order, or pursuant to any valid tax withholding obligation. If Remitter withholds any amounts, Remitter shall promptly provide written notice to Recipient stating the reason and statutory basis for withholding and any steps required for Recipient to obtain release of withheld funds.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full authority to execute and deliver these Instructions and to perform its obligations hereunder; (b) the person signing on its behalf is authorized to bind such Party; and (c) the information and banking details provided are true, complete and accurate as of the date hereof.

8. INDEMNITY

Recipient shall indemnify, defend and hold harmless Remitter and its Disbursing Agent from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or relating to any false representation by Recipient, any erroneous banking instructions supplied by Recipient, or any third-party claim resulting from the disbursement in accordance with these Instructions, except to the extent caused by Remitter's gross negligence or willful misconduct.

9. NOTICES

Except as otherwise provided herein, any notice required or permitted under these Instructions shall be in writing and delivered to the address set forth for each Party at the beginning of this document or to such other address as a Party may designate by written notice. Notices may be delivered by personal delivery, certified mail (return receipt requested), overnight courier, or email if receipt is acknowledged in writing.

10. AMENDMENT; WAIVER

These Instructions may be amended or waived only by a written instrument executed by both Parties. No course of conduct or failure to enforce any provision shall be deemed a waiver of any Party's rights.

11. GOVERNING LAW

These Instructions shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflicts of law principles.

12. ENTIRE AGREEMENT; SEVERABILITY

These Instructions, together with any documents expressly referenced herein, constitute the entire agreement between the Parties relating to the subject matter hereof and supersede all prior negotiations and agreements. If any provision of these Instructions is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS

These Instructions may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including scanned copies or electronic signature platforms) are binding.

ADDITIONAL INFORMATION

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