Legal Forms to be Signed

Legal Forms to be Signed

This Agreement for Execution of Legal Forms (the Agreement) is made as of Effective Date: by and between Client Name: with principal address: and Authorized Representative Name: (the Representative).

RECITALS

WHEREAS, Client desires certain legal forms, instruments and related documents to be completed, executed and delivered on Client's behalf in connection with Client's transactions and administrative matters; and

WHEREAS, Representative has the experience, authority and willingness to execute, deliver and, when appropriate, file such legal forms and related instruments on behalf of Client in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the authorization, scope, procedures, and legal protections applicable to the execution and delivery of such forms.

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

1. Definitions

1.1 "Authorized Forms" means the forms, instruments and ancillary documents described in the Form Schedule and any additional documents mutually agreed in writing by the parties. Client shall identify the initial Authorized Forms in the Form Schedule below.

2. Authorization and Scope

2.1 Client hereby appoints Representative as Client's true and lawful agent and attorney-in-fact for the limited purpose of executing, signing, acknowledging, certifying, delivering, filing and, where appropriate, recording the Authorized Forms on behalf of Client, subject to the limitations and conditions set forth in this Agreement. Such authorization includes the execution of modifications, attachments and ancillary certificates reasonably necessary to effectuate the Authorized Forms.

2.2 The authority granted is limited to forms listed in the Form Schedule and any additional forms approved in writing by Client. Representative shall not exercise authority beyond the specific express powers granted in this Agreement.

3. Execution; Electronic Signatures

3.1 Representative may execute Authorized Forms by handwritten signature or by any electronic signature method that is reasonably reliable and consented to by Client in writing. Execution by electronic signature shall have the same force and effect as an original handwritten signature for all purposes.

3.2 Representative shall deliver executed originals or electronic copies of executed documents to Client promptly following execution. Representative shall maintain records of executed documents and, upon reasonable request, provide certified copies to Client.

4. Representations and Warranties

4.1 Client represents and warrants that Client has full corporate or individual power and authority to enter into this Agreement and to grant the authorizations set forth herein, and that the execution and delivery of the Authorized Forms will not violate any agreement or law binding on Client.

4.2 Representative represents and warrants that Representative will act in good faith, in a commercially reasonable manner, and in accordance with applicable law when executing Authorized Forms on behalf of Client.

5. Indemnification

5.1 Client shall indemnify, defend and hold harmless Representative and Representative's agents, successors and assigns from and against any losses, liabilities, costs, expenses (including reasonable attorneys' fees) arising out of or related to Representative's good faith performance of the duties authorized by this Agreement, except to the extent resulting from Representative's gross negligence or willful misconduct.

5.2 Representative shall promptly notify Client in writing of any claim for which indemnification is sought and shall cooperate with Client in the defense of such claim.

6. Confidentiality

6.1 Each party agrees that all non-public information obtained from the other in connection with this Agreement shall be maintained in confidence and used only for purposes of carrying out the obligations under this Agreement, except as required by law or as necessary to fulfill the authorized actions described herein.

7. Notices

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

8. Fees and Expenses

8.1 Client shall pay Representative the fees and reimburse reasonable out-of-pocket expenses incurred in connection with the performance of Representative's duties under this Agreement as set forth herein or as otherwise agreed in writing.

9. Governing Law; Venue

9.1 This Agreement shall be governed by and construed in accordance with the internal laws of the State selected by the parties. Any dispute arising out of or relating to this Agreement that is not resolved by negotiation shall be subject to the exclusive jurisdiction of the state and federal courts located in the agreed state.

10. Entire Agreement; Severability; Amendments

10.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

10.2 If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

11. Waiver; Counterparts

11.1 The waiver by either party of any breach of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach. 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. Miscellaneous

12.1 The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The parties agree to cooperate and execute such further documents as may be reasonably required to carry out the purpose of this Agreement.

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