Legal Document Remove Signer

LEGAL DOCUMENT REMOVE SIGNER

This Removal of Signer Agreement (the "Agreement") is made and entered into as of by and between Principal Name: (the "Principal") and Removed Signer Name: .

RECITALS

WHEREAS, Principal previously granted authority to Removed Signer to execute and deliver documents, instruments, agreements, and authorizations on behalf of Principal in relation to certain accounts, contracts, and corporate filings as described in those documents;

WHEREAS, the parties desire to record and effectuate the removal of Removed Signer as an authorized signatory for the matters specified herein and to allocate responsibility for actions taken prior to the Effective Date;

WHEREAS, the parties intend this Agreement to serve as formal notice to all relevant third parties that Removed Signer is no longer authorized to act on behalf of Principal as of the Effective Date set forth below.

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

1. EFFECTIVE DATE

The removal of authority described in this Agreement shall be effective as of (the "Effective Date").

2. SCOPE OF REMOVAL

Principal hereby terminates and revokes all existing authority, whether express or implied, granted to Removed Signer to sign, endorse, execute, or otherwise bind Principal with respect to the following categories. The removal applies to all documents and matters of the types checked below and to any specific instruments identified in paragraph 2.5.

3. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Principal represents that the actions constituting this removal are within its corporate powers and approved in accordance with its governing documents. Removed Signer represents that, to the extent applicable, all signatures and actions taken by Removed Signer prior to the Effective Date were undertaken with the requisite authority.

4. ACKNOWLEDGMENT BY REMOVED SIGNER

Removed Signer acknowledges receipt of this Agreement and agrees that, from and after the Effective Date, Removed Signer shall have no authority to act for or bind Principal with respect to the categories and documents identified in Section 2. Removed Signer further agrees to promptly surrender any corporate seals, signature cards, identification, access devices, passwords, or authority instruments in Removed Signer's possession that confer authority on behalf of Principal.

5. RELEASE; INDEMNIFICATION

Subject to the representations in Section 3, Removed Signer hereby releases Principal from any and all claims arising solely from the removal of authority effected by this Agreement. Removed Signer agrees to indemnify, defend, and hold harmless Principal from and against any losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising out of any unauthorized acts by Removed Signer taken after the Effective Date or any misrepresentations made by Removed Signer regarding authority prior to the Effective Date.

6. NOTICE TO THIRD PARTIES

Principal shall use commercially reasonable efforts to notify all known third parties, including financial institutions and contracting parties, of the removal of Removed Signer within days of the Effective Date. Removed Signer agrees to cooperate in good faith with Principal in effecting such notices.

7. CONFIDENTIALITY

The parties shall maintain as confidential the terms of this Agreement and any nonpublic information exchanged in the performance of this Agreement except as required by law or to effectuate the purposes of this Agreement (including notice to third parties).

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below by hand, certified mail (return receipt requested), or nationally recognized overnight courier. Notices are effective upon receipt.

9. 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.

10. ENTIRE AGREEMENT; SEVERABILITY

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. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be severed and the remainder of this Agreement shall remain in full force and effect.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Agreement 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.

12. ADDITIONAL REMEDIES

The rights and remedies provided in this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

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