Legal Institutional Approval Form

LEGAL INSTITUTIONAL APPROVAL FORM

This Legal Institutional Approval Form is entered into by Requesting Party: and Approving Authority: on Effective Date: .

RECITALS

WHEREAS, Requesting Party seeks institutional approval for the matter described as Project / Matter Title: and has submitted the supporting documentation identified in Attachment A attached hereto;

WHEREAS, Approving Authority is vested with the authority to review and grant approvals for legal commitments, retention of counsel, instrument execution, or other actions that may bind the Institution, subject to the conditions set forth herein;

WHEREAS, the parties desire to document the scope, conditions, and limitations of the requested approval and to establish the respective responsibilities of Requesting Party and Approving Authority.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Form, the following terms shall have the meanings set forth below: "Approved Action" means the specific action described in Section 2; "Conditions" means those obligations set forth in Section 3; "Institution" means the corporate or academic entity identified as Institution Name: .

2. SCOPE OF APPROVAL

Approving Authority hereby grants the following approval subject to the Conditions set forth herein: Approved Action Description:

The foregoing approval authorizes only those actions expressly described in the Approved Action Description. Any material deviation or extension beyond the described scope requires a separate approval in writing.

3. CONDITIONS OF APPROVAL

As conditions precedent to the effectiveness of this approval, Requesting Party shall:

1. Provide all documents and exhibits listed in Attachment A and certify their completeness in writing to Approving Authority (name_of_certifying_officer: ).
2. Execute any required instruments in substantially the form approved by Approving Authority and deliver originals to Institutional Records within the time specified.
3. Ensure compliance with applicable Institution policies, conflict-of-interest disclosures, and budgetary authorizations as set forth below.

4. REPRESENTATIONS AND WARRANTIES

Requesting Party represents and warrants that: (a) it has authority to request the approval and to carry out the Approved Action; (b) all factual information and documents submitted in support of the request are true, complete and accurate to the best of Requesting Party's knowledge; and (c) the Approved Action will not violate any applicable law or material contractual obligation of the Institution.

5. FINANCIAL IMPACT

Estimated budgetary impact associated with the Approved Action: Amount: . Funding Source / Account: .

6. CONFLICTS OF INTEREST

Requesting Party confirms that it has disclosed all known actual or potential conflicts of interest related to the Approved Action. A completed conflict disclosure form has been attached and identified in Attachment A. If a material conflict is discovered after approval, Requesting Party shall notify Approving Authority immediately and obtain further direction.

7. REPORTING AND RECORDS

Requesting Party shall maintain complete and accurate records relating to the Approved Action for a period required by Institution policy and applicable law. Requesting Party shall provide quarterly or other periodic reports as specified by Approving Authority and shall permit reasonable audit access upon request.

8. CONFIDENTIALITY

Unless otherwise authorized in writing, all non-public information exchanged pursuant to this approval shall be treated as confidential in accordance with Institution policy. Confidential material must be labeled and stored in accordance with institutional procedures.

9. INDEMNIFICATION

To the extent permitted by law, Requesting Party shall indemnify and hold harmless the Institution and Approving Authority from and against any liabilities, claims, losses, and expenses arising out of Requesting Party's breach of this Form, negligent acts, or willful misconduct in connection with the Approved Action.

10. NOTICE

All notices required or permitted under this Form shall be in writing and delivered to the addresses set forth below. Notice to Requesting Party:

Notice to Approving Authority:

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Form may be amended only by a written instrument executed by both Requesting Party and Approving Authority. No waiver of any provision of this Form shall be effective unless in writing and signed by the waiving party. This Form may be executed in counterparts, each of which shall be deemed an original but all of which together constitute one and the same instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Form shall be governed by and construed in accordance with the internal laws of the state or jurisdiction in which the Institution is organized without regard to its conflicts of law principles. This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior written or oral agreements. If any provision of this Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. MISCELLANEOUS PROVISIONS

The parties acknowledge that the approval granted herein is conditioned upon continuous compliance with Institution policies and applicable law. Approving Authority reserves the right to withdraw or suspend this approval upon material breach or discovery of material misrepresentation.

ATTACHMENTS

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