Legal Net Proceeds Direction Form

LEGAL NET PROCEEDS DIRECTION FORM

This Legal Net Proceeds Direction Form (the "Direction") is made on by and between Disbursing Party: with address: , and Recipient/Beneficiary: with address: .

RECITALS

WHEREAS, a settlement, judgment, insurance recovery or other distribution (collectively, the "Settlement") has been reached in Case/File Reference: ; and the gross proceeds expected to be received by the Disbursing Party in respect of the Settlement are estimated to be $.

WHEREAS, the parties desire to establish an express, binding instruction and direction to the Disbursing Party for the calculation and distribution of Net Proceeds (as defined below) to the Recipient, and to set forth the respective duties, authorizations, representations, warranties and indemnities of the parties with respect thereto.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, receipt of which is acknowledged, the parties agree as follows.

1. DEFINITIONS

For purposes of this Direction, the following terms have the meanings set forth below:

"Gross Proceeds" means the total amount actually received by the Disbursing Party in connection with the Settlement, before any deductions or offsets.

"Net Proceeds" means Gross Proceeds less: (a) reasonable attorneys' fees and costs expressly authorized in writing; (b) court-approved costs, litigation expenses and disbursements; (c) amounts necessary to satisfy known liens, encumbrances or garnishments of record; (d) statutory or regulatory withholdings required by applicable law; and (e) any other amounts expressly agreed in writing by the parties in this Direction.

2. DIRECTION OF PAYMENT

The Disbursing Party shall, upon receipt of Gross Proceeds, calculate Net Proceeds in accordance with Section 3 and pay or transfer the Net Proceeds to the Recipient at the banking instructions provided below unless otherwise required by court order or applicable law.

Payment Method (select one or more):

Wire Transfer Check ACH

3. CALCULATION AND AUTHORIZED DEDUCTIONS

The Disbursing Party is authorized to deduct from Gross Proceeds the following items prior to remittance to Recipient: attorneys' fees and authorized costs in the aggregate amount of $ , court costs and filing fees of $ , and known liens, encumbrances or third-party claims in the aggregate amount of $ .

Any disputed claim of deduction shall be preserved for resolution by the parties or by further order of the court having jurisdiction. The Disbursing Party may, in its discretion and to the extent permitted by law, place disputed amounts into an interest-bearing escrow account pending resolution, and shall provide notice to the Recipient of any such deposit.

4. BANKING / PAYMENT INSTRUCTIONS TO RECIPIENT

Bank Name:

Account Name:

Routing/ABA or IBAN:

Account Number:

Special payment instructions or reference to be included with transfer:

5. DISBURSING PARTY DUTIES, AUTHORIZATION AND RELEASE

The Disbursing Party shall act in good faith and in a commercially reasonable manner in calculating Net Proceeds and making payment. Upon remittance of Net Proceeds in accordance with this Direction, the Disbursing Party shall be released and discharged from any further liability to the Recipient with respect to amounts so remitted, provided that such remittance was made in compliance with the terms of this Direction and any applicable court order.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Direction and to perform its obligations hereunder, that this Direction constitutes a valid and binding obligation enforceable in accordance with its terms, and that the execution and delivery of this Direction will not violate any other agreement or applicable law.

The Recipient warrants that it will provide any tax documentation reasonably requested by the Disbursing Party (including payee tax identification information) and that the Recipient is the lawful beneficiary of the Net Proceeds directed herein.

7. INDEMNIFICATION

The Recipient shall indemnify, defend and hold harmless the Disbursing Party and its officers, directors, agents and employees from and against any and all losses, claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Recipient's acceptance of Net Proceeds directed by this Direction, except to the extent such losses arise from the Disbursing Party's gross negligence or willful misconduct in the calculation or disbursement of Net Proceeds.

8. WITHHOLDING; TAXES

The Disbursing Party may withhold from any payment hereunder such amounts as it reasonably determines are required to be withheld under applicable law or regulation and may remit such amounts to the appropriate governmental authority. The Recipient shall be solely responsible for all federal, state, local and other taxes associated with receipt of Net Proceeds.

9. NOTICES

All notices, demands or other communications required or permitted under this Direction shall be in writing and delivered to the addresses set forth below (or to such other address as a party may specify by notice):

Notice to Disbursing Party:

Notice to Recipient:

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Direction shall be governed by and construed in accordance with the laws of the state selected by the parties: , without regard to its conflicts of law principles.

This Direction constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, understandings and agreements. If any provision of this Direction is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remaining provisions shall remain in full force and effect.

11. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or waiver of any provision of this Direction must be in writing and signed by both parties. Failure to enforce any provision shall not constitute a waiver of that provision. This Direction may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. ADDITIONAL INSTRUCTIONS / SPECIAL CONDITIONS

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