Legal FacSimile Signature Form

LEGAL FACSIMILE SIGNATURE FORM

This Legal Facsimile Signature Form (this "Form") is made and entered into as of Effective Date: by and between Client Name: with Address: ("First Party"), and Counterparty Name: with Address: ("Second Party"). First Party and Second Party are each a "Party" and collectively the "Parties."

Recitals

WHEREAS, the Parties anticipate entering into certain agreements, instruments and documents that may require signatures and may be executed at different times and locations; and

WHEREAS, the Parties desire to provide express authorization for facsimile, scanned, electronic or other reproduced signatures to be treated as originals for the purposes set forth herein; and

WHEREAS, the Parties intend that signatures transmitted by facsimile machine, electronic transmission (including scanned images), or other means of reproducing a signature shall be valid and enforceable as originals according to the terms of this Form.

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

1. Authorization of Facsimile Signatures

1.1 Definition. For purposes of this Form, "Facsimile Signature" means any reproduction of a manual signature, including but not limited to a signature produced by a facsimile machine, scanner, photocopy, electronic image, or other printed or electronic reproduction.

1.2 Binding Effect. Each Party hereby authorizes the use of Facsimile Signatures by its authorized representatives and agrees that a document executed by a Party using a Facsimile Signature and transmitted by facsimile, electronic transmission, or other reproduction shall be binding upon such Party and shall have the same force and effect as an original signature.

2. Scope of Authorization

2.1 Covered Documents. The Parties authorize Facsimile Signatures for the documents described below and for any related documents that reference this Form or are executed in connection with the transactions contemplated hereby.

2.2 Specific Limitations. Facsimile authorization granted herein is limited to the documents and transactions expressly identified in this Form or subsequently authorized in writing by the designating Party.

3. Delivery; Counterparts; Originals

3.1 Acceptance of Transmission. The Parties agree that transmission of a document bearing a Facsimile Signature by facsimile, electronic mail, or other electronic means shall constitute valid delivery and shall be deemed an original for all purposes.

3.2 Originals. Promptly upon request, the delivering Party shall use commercially reasonable efforts to deliver an original executed counterpart; however, the failure to deliver an original executed counterpart shall not affect the enforceability of a document executed and delivered in accordance with this Form.

4. Representations; Warranty of Authority

Each Party represents and warrants to the other that (a) it has full corporate or organizational power and authority to enter into and perform its obligations under this Form; (b) the person or persons using a Facsimile Signature are authorized to execute the Covered Documents on behalf of such Party; and (c) acceptance of a Facsimile Signature will not violate any applicable law, agreement, or organizational documents applicable to such Party.

5. Reliance; Third Parties

5.1 Reliance. Each Party may rely upon any Facsimile Signature as if it were an original signature and shall incur no liability for so relying in good faith.

5.2 Third Parties. Third parties dealing with a Party may rely on a Facsimile Signature in the same manner as if the signature were an original, and neither Party shall contest the authenticity of a Facsimile Signature solely on the basis that it is not an original.

6. Indemnification

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its affiliates, officers, directors and agents (collectively, the "Indemnified Parties") from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or relating to (a) any unauthorised use of a Facsimile Signature by the Indemnifying Party's personnel or agents, or (b) any breach of the representations and warranties set forth in this Form.

7. Term; Revocation

This authorization shall become effective on the Effective Date and shall remain in full force and effect until revoked. A Party may revoke the authority granted by this Form by delivering written notice of revocation to the other Party in accordance with Section 10 (Notices). Revocation shall be effective upon the date specified in the revocation notice, provided that such revocation shall not affect the validity of any Facsimile Signature accepted prior to receipt of the revocation.

8. Governing Law

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

9. Miscellaneous

9.1 Entire Agreement. This Form constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements and understandings, whether written or oral, relating to the authorization of Facsimile Signatures.

9.2 Amendments and Waiver. No amendment or waiver of any provision of this Form shall be effective unless in writing and signed by the Party against whom enforcement is sought. No failure or delay by any Party in exercising any right shall operate as a waiver of such right.

9.3 Severability. If any provision of this Form is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

9.4 Counterparts. This Form 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. Facsimile or electronically transmitted signatures shall be deemed originals for all purposes.

10. Notices

All notices, demands, consents and other communications required or permitted under this Form shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party designates by written notice to the other Party in accordance with this Section.

Authorization Options

Select the scope of authorization granted by this Form:

Authorize Facsimile Signatures for all documents executed by the Parties in connection with the transactions between the Parties.

Authorize Facsimile Signatures only for the specific documents listed in Section 2 (List of Documents Covered).

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