Legal LOD Agreement

LEGAL LOD AGREEMENT

This Letter of Direction Agreement (the Agreement) is made as of Date: by and between Client Name: with principal place of business at Address: (\"Client\"), and Agent Name: with principal place of business at Address: (\"Agent\").

RECITALS

WHEREAS, Client is the beneficial owner of certain assets, funds, or accounts described herein and desires to instruct Agent to take specified actions in respect of such assets, funds, or accounts; and

WHEREAS, Agent has agreed, subject to the terms and conditions of this Agreement, to accept and act upon directions from Client to effect transfers, disbursements, or other transactions identified in those directions; and

WHEREAS, the parties desire to set forth their respective rights, obligations and liabilities with respect to such directions and actions.

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

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms have the meanings set forth below:

a) \"Direction\" means any written instruction delivered by Client to Agent pursuant to Section 2 that describes the action to be taken by Agent with respect to a specified asset, account or fund.

b) \"Transaction\" means any transfer, payment, delivery, or other disposition effected by Agent in accordance with a Direction.

2. DIRECTIONS

Client may deliver Directions to Agent from time to time. A Direction shall be effective only if delivered in the form and by the method agreed by the parties and must contain sufficient detail to permit Agent to identify the asset, account or amount, the recipient or destination, and the date or timing for performance.

3. AUTHORITY AND ACCEPTANCE

Agent shall have no obligation to act on any Direction until Agent has received a Direction in a form that Agent reasonably determines to be authentic and sufficiently specific. By accepting and acting upon a Direction that satisfies Agent's signature and form requirements, Agent shall be entitled to rely conclusively on the Direction and shall be discharged from any further liability in respect of any Transaction effected in accordance with such Direction, provided that Agent acts in good faith and without gross negligence.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has the full corporate or legal power and authority to enter into and perform this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms; and (c) no consent, approval, authorization or other action by any third party is required for its performance except as expressly disclosed in writing.

5. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Agent, its affiliates, and their respective officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) any Direction given by Client; (b) any inaccurate representation or breach of warranty by Client under this Agreement; or (c) any action taken by Agent in reasonable reliance on a Direction, except to the extent that such claims arise from Agent's gross negligence or willful misconduct.

6. LIMITATION OF LIABILITY

EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES, OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. CONFIDENTIALITY

Each party shall maintain in confidence all non-public information received from the other party in connection with this Agreement and shall not disclose such information to any third party except as required by law, regulation, or as reasonably necessary to effect a Direction or Transaction, provided that the receiving party uses at least the same standard of care to protect such information as it uses to protect its own confidential information.

8. FEES AND EXPENSES

Unless otherwise agreed in writing, Client shall pay Agent's customary fees and shall reimburse Agent for all reasonable costs and expenses incurred in connection with the performance of its obligations under this Agreement, including but not limited to legal fees, courier fees and taxes.

9. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon thirty (30) days' prior written notice to the other party, provided that termination shall not affect the rights and obligations of the parties with respect to Directions accepted by Agent prior to the effective date of termination.

10. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the party at the address set forth below (or at such other address as such party may specify by notice). Notices shall be deemed given upon personal delivery, on the next business day after deposit with a nationally recognized overnight courier, or three (3) business days after deposit in the mail if mailed by certified mail, return receipt requested.

11. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The waiver by either party of any breach shall not operate or be construed as a waiver of any subsequent breach.

12. COUNTERPARTS

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

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for the resolution of disputes arising under this Agreement.

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties relating thereto.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby and the parties shall negotiate in good faith a valid substitute provision that most nearly effects the original intent.

16. MISCELLANEOUS

The parties agree that any headings used in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. The obligations and rights of the parties under this Agreement shall inure to the benefit of and be binding upon their respective successors and permitted assigns, provided that neither party may assign this Agreement without the prior written consent of the other party except to a successor by merger or acquisition.

Sign Now