Legal Mandate Letter

LEGAL MANDATE LETTER

This Legal Mandate Letter is entered into as of the day of , by and between Client Name: , with principal address at (the "Client"), and Mandatary Name: , with principal address at (the "Mandatary").

RECITALS

WHEREAS, the Client seeks to engage the Mandatary to act on the Client's behalf to perform certain legal, administrative and representational services as set forth in this Letter; and

WHEREAS, the Mandatary has represented that it possesses the requisite experience, authority and capacity to perform the services described below and is willing to accept such appointment subject to the terms and conditions of this Letter; and

WHEREAS, the parties desire to set forth the scope of authority, duties, compensation and other material terms of the mandate in a written instrument.

NOW, THEREFORE

In consideration of the mutual covenants herein contained, and 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. The Client hereby appoints the Mandatary as the Client's true and lawful agent and mandatary, with full authority to act on the Client's behalf to the extent specified in this Letter, and the Mandatary accepts such appointment.

1.2 Powers Granted. The Mandatary is authorized to undertake the following actions on behalf of the Client (select applicable powers and describe any additional powers):

Commence, prosecute and defend litigation, arbitration or administrative proceedings;

Negotiate and conclude settlements, including execution of settlement agreements and releases;

Execute, endorse and deliver documents, instruments and pleadings necessary to effectuate the foregoing;

Receive, collect, hold and disburse funds on behalf of the Client as necessary to satisfy judgments, settlements, fees and expenses;

Substitute counsel, engage experts, investigators or other third parties and negotiate terms for such engagement;

2. SCOPE AND LIMITATIONS

2.1 Scope. The Mandatary shall exercise authority only within the scope expressly granted in this Letter. Any action outside that scope requires the Client’s prior written authorization.

2.2 Limitations. The Mandatary shall not compromise, settle or relinquish any claim or right of material value to the Client without written consent from the Client in each instance, except to the extent the Client has given prior written blanket authorization in this Letter.

3. TERM AND TERMINATION

3.1 Term. This Letter shall commence on the effective date set forth above and shall remain in force until terminated as provided herein.

3.2 Termination. Either party may terminate this Letter upon written notice to the other party; termination shall not relieve the Client of obligations to pay fees and expenses incurred prior to termination, nor affect the Mandatary’s ability to complete actions reasonably begun prior to termination where necessary to preserve the Client’s rights.

4. FEES AND EXPENSES

The Client shall reimburse the Mandatary for reasonable out-of-pocket expenses incurred in the performance of this mandate upon presentation of invoices or receipts. Invoices shall be payable within the period agreed between the parties or, absent agreement, within thirty (30) days of invoice date.

5. DUTIES OF THE MANDATARY

The Mandatary shall act honestly, in good faith and with reasonable care, skill and diligence. The Mandatary shall keep the Client reasonably informed of material developments, provide periodic accounting of funds received and disbursed on behalf of the Client and promptly respond to the Client’s reasonable inquiries.

6. CONFIDENTIALITY

The Mandatary shall maintain in confidence all information obtained from the Client in connection with the mandate except where disclosure is compelled by law, court order, or necessary to perform the mandate and after reasonable efforts to notify the Client in advance of such disclosure. This obligation survives termination of this Letter.

7. INDEMNIFICATION

The Client agrees to indemnify and hold harmless the Mandatary from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Mandatary's good faith performance of the duties authorized by this Letter, except to the extent caused by the Mandatary's gross negligence, willful misconduct or fraud.

8. NOTICES

Notices required or permitted under this Letter shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice):

9. AMENDMENT; WAIVER

This Letter may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right unless set forth in a written waiver signed by the waiving party.

10. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the jurisdiction indicated by the Client's principal address, without regard to rules governing conflicts of law.

11. ENTIRE AGREEMENT

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

12. SEVERABILITY

If any provision of this Letter is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

13. COUNTERPARTS

This Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

The parties acknowledge that they have read this Letter, understand its terms, and agree to be bound by its provisions.

IN WITNESS WHEREOF, the parties have executed this Legal Mandate Letter by their duly authorized representatives.

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