Legal Group Authorization Form

LEGAL GROUP AUTHORIZATION FORM

This Legal Group Authorization Form (the "Authorization") is entered into as of Effective Date: by and between Client Name: , with principal address (hereinafter "Client"), and Authorized Group Name: , with principal address (hereinafter "Authorized Group"). Client and Authorized Group are individually a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client seeks to permit certain members, affiliates, representatives and designated attorneys within the Authorized Group to act on Client's behalf for specified legal, administrative and transactional matters; and

WHEREAS, Authorized Group is willing to accept such authorization subject to the terms and conditions set forth herein and to act consistently with Client's instructions, applicable law and professional obligations; and

WHEREAS, the Parties desire to set forth the scope, limitations, responsibilities and procedures governing the authorization and the handling of Confidential Information exchanged in connection therewith.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Authorized Activities" means the legal, administrative, regulatory, transactional and representational tasks described in Section 2 and any additional activities subsequently agreed in writing by the Parties.

1.2 "Confidential Information" means all non-public information exchanged between the Parties in connection with Authorized Activities, including but not limited to client files, privileged communications, business plans, financial records and personnel information.

2. AUTHORIZATION; SCOPE OF AUTHORITY

2.1 Client hereby authorizes the Authorized Group to undertake the following activities on behalf of Client (collectively, the "Authorized Activities"):

2.2 The authorization granted herein is limited to the scope expressly described in Section 2.1 and does not include authority to (a) settle claims or disputes exceeding monetary limits set forth in a separate written approval by the Client, (b) transfer or encumber real property except pursuant to express written instruction, or (c) waive Client's fundamental rights without prior written consent from Client.

3. APPOINTMENT OF AUTHORIZED PERSONNEL

3.1 Client designates the following individual(s) as primary contact(s) and authorized representatives (each an "Authorized Representative") who may provide instructions to the Authorized Group:

3.2 Authorized Group designates the following primary contact for performance of Authorized Activities:

4. TERM AND TERMINATION

4.1 Term. This Authorization commences on the Effective Date and shall continue in full force until terminated in accordance with this Agreement or by written notice from either Party.

4.2 Termination. Either Party may terminate this Authorization at any time upon thirty (30) days' prior written notice to the other Party. Termination shall not relieve either Party of obligations incurred prior to the effective date of termination, including confidentiality and indemnity obligations.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full corporate or legal authority to enter into this Authorization; (b) the individual executing this Authorization on its behalf is duly authorized to do so; and (c) the performance of its obligations under this Authorization will not violate any applicable law or contractual obligation.

6. CONFIDENTIALITY AND PRIVILEGE

6.1 Confidentiality. Each Party shall maintain the confidentiality of Confidential Information and shall not disclose such information except (a) as required by law, (b) as necessary to perform Authorized Activities, or (c) with the prior written consent of the disclosing Party. Reasonable safeguards shall be used to protect Confidential Information.

6.2 Privilege. The Parties acknowledge that certain communications may be privileged. The existence and scope of any privilege shall be determined by applicable law. The Parties shall cooperate to preserve applicable privileges whenever feasible.

7. INDEMNIFICATION

7.1 Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's gross negligence, willful misconduct or material breach of this Authorization.

8. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence or a breach of confidentiality or indemnity obligations, neither Party shall be liable to the other for consequential, incidental, special or punitive damages, and aggregate monetary liability shall be limited to direct damages not to exceed an amount mutually agreed in writing prior to the occurrence giving rise to such liability.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Authorization must be in writing and delivered to the contact information provided below. Notice is effective upon receipt.

10. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Authorization shall be effective unless made in a written instrument signed by both Parties. Failure or delay by either Party to exercise any right shall not operate as a waiver.

11. GOVERNING LAW

This Authorization shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties below. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any disputes arising out of or related to this Authorization.

12. ENTIRE AGREEMENT

This Authorization constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to such subject matter.

13. SEVERABILITY

If any provision of this Authorization is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

14. COUNTERPARTS

This Authorization 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 delivered by electronic means shall be deemed original signatures for all purposes.

15. MISCELLANEOUS

The Parties acknowledge that nothing in this Authorization creates a partnership, joint venture or employer-employee relationship between them. Each Party shall comply with all applicable laws in performing its obligations under this Authorization.

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