Legal Letter of Authorisation

LEGAL LETTER OF AUTHORISATION

This Letter of Authorisation is made on Effective Date: by and between Principal Name: having its or his/her principal address at (hereinafter "Principal") and Agent Name: having its or his/her principal address at (hereinafter "Agent"). Principal and Agent may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Principal is the lawful owner of, or has authority to act with respect to, certain rights, accounts, records, documents, and interests described herein and intends to grant limited authority to Agent to act on Principal's behalf in accordance with the terms of this Letter;

WHEREAS, Agent has represented that Agent has the competence, resources, and lawful authority to perform the acts described in this Letter and is willing to act for and on behalf of Principal subject to the express limitations set forth herein;

WHEREAS, the Parties desire to set forth in writing the scope, limitations, and conditions of the authority granted by Principal to Agent.

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

1. APPOINTMENT AND AUTHORITY

1.1 Appointment. Principal hereby appoints Agent, and Agent accepts such appointment, as Principal's true and lawful agent to undertake the actions described in Section 2 below on behalf of Principal and in Principal's name, subject to the limitations and conditions of this Letter. Agent shall have only the authority expressly granted in this Letter and no other authority shall be implied.

2. SCOPE OF AUTHORITY

2.1 Specific Powers. Subject to the terms of this Letter, Agent is authorised to perform the following actions on behalf of Principal:

2.2 Further Acts. Agent may take such further acts and execute such documents as reasonably necessary to effectuate the powers expressly granted in this Letter, provided such acts are consistent with Principal's written instructions and the limitations set forth herein.

3. LIMITATIONS ON AUTHORITY

3.1 Express Limitations. Agent shall not, without prior written consent of Principal: (a) transfer, sell, encumber, or convey any real property owned by Principal; (b) settle any litigation or make any admission that binds Principal in a manner adverse to Principal without express written authority; or (c) incur indebtedness that purports to be guaranteed or secured by Principal's assets, except as expressly authorised in writing.

3.2 No Power to Delegate. Agent shall not delegate the authority granted hereunder to any third party without the prior written consent of Principal. Any such unauthorised delegation shall be void and of no effect.

4. TERM AND TERMINATION

4.1 Commencement. This Letter shall commence on Commencement Date: and shall continue until Termination Date: unless earlier terminated in accordance with this Section.

4.2 Termination for Cause. Either Party may terminate this Letter immediately upon written notice if the other Party materially breaches any obligation under this Letter and fails to cure such breach within thirty (30) days after receipt of written notice.

4.3 Survival. Termination shall not affect any obligations that by their nature survive termination, including indemnity, confidentiality, and any liabilities incurred prior to termination.

5. REPRESENTATIONS AND WARRANTIES

5.1 By Principal. Principal represents and warrants that Principal has full right, power, and authority to grant the authorisations set forth in this Letter, that the execution and delivery of this Letter have been duly authorised, and that performance hereunder will not violate any agreement or law applicable to Principal.

5.2 By Agent. Agent represents and warrants that Agent has the legal capacity and authority to perform the acts described in this Letter and will perform such acts in a commercially reasonable manner and in accordance with applicable law.

6. CONFIDENTIALITY

6.1 Confidential Information. Agent shall maintain in strict confidence all non-public information obtained from Principal in connection with the performance of this Letter and shall not disclose such information except (a) to the extent required by law or judicial process, (b) to Agent's professional advisors who are bound by confidentiality obligations, or (c) with Principal's prior written consent.

6.2 Return of Information. Upon termination or expiration of this Letter, Agent shall promptly return or destroy all confidential materials of Principal and certify in writing that such materials have been returned or destroyed.

7. INDEMNITY AND LIABILITY

7.1 Indemnity by Principal. Principal shall indemnify, defend, and hold harmless Agent and its officers, directors, employees and permitted agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Agent's performance of authorised acts under this Letter, except to the extent such losses are the result of Agent's gross negligence or willful misconduct.

7.2 Limitation. Except for liabilities arising from willful misconduct or gross negligence, neither Party shall be liable to the other for incidental, consequential, or punitive damages.

8. NOTICES

8.1 Delivery. All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail, or delivered by nationally recognised courier service to the addresses set forth above or such other address as either Party may specify by written notice to the other.

9. AMENDMENT; WAIVER

9.1 Amendment. This Letter may be amended or modified only by a written instrument executed by both Parties.

9.2 Waiver. No waiver of any default under this Letter shall be effective unless in writing and signed by the Party granting the waiver. No waiver of any breach shall be deemed to be a waiver of any subsequent breach.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Letter constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

12. SEVERABILITY

If any provision of this Letter is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable; this Letter shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and the remaining provisions of this Letter shall remain in full force and effect.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Letter 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 (including facsimile or scanned images) shall be deemed original signatures for all purposes and shall have the same force and effect as original signatures.

14. AUTHORITY TO EXECUTE

Each individual executing this Letter on behalf of a Party represents and warrants that he or she is duly authorised to execute and deliver this Letter on behalf of such Party and to bind that Party to the terms hereof.

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