Legal No Agency Notice

LEGAL NO AGENCY NOTICE

This No Agency Notice (the "Notice") is made effective as of by and between Principal Name: with principal address , and Recipient Name: with recipient address .

RECITALS

WHEREAS, Principal and Recipient may in the future engage in one or more transactions, services or other interactions described as (the "Related Matters");

WHEREAS, the parties desire to confirm and memorialize that Recipient shall not be deemed, nor shall it hold itself out as, an agent of Principal for any purpose except as expressly provided in writing in accordance with Section 3 below;

WHEREAS, the parties intend that this Notice govern the existence of agency, authority to bind, and related liabilities between them.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Notice, the following definitions shall apply: "Principal" means the party identified as Principal Name above; "Recipient" means the party identified as Recipient Name above; "Notice" means this No Agency Notice.

2. NO AGENCY; NO AUTHORITY TO BIND

Recipient is not, and shall not hold itself out as, the agent, representative, partner, joint venturer, employee, or fiduciary of Principal for any purpose. Except to the limited extent expressly set forth in a separate, written instrument signed by Principal, Recipient has no authority, whether actual, apparent or implied, to make commitments, incur liabilities, sign contracts, or otherwise obligate Principal to any third party. Any purported act by Recipient purporting to bind Principal without Principal's express written consent shall be void as to Principal and Recipient shall be solely responsible for such act.

3. LIMITED AUTHORIZATION

Notwithstanding Section 2, Principal may grant Recipient limited authority to act on Principal's behalf only as expressly described in a separate written authorization executed by Principal. Such limited authorization shall be strictly construed. Describe any limited authorities (if none, enter "None"):

4. INDEPENDENT CONTRACTOR; NO EMPLOYMENT RELATIONSHIP

The parties acknowledge and agree that, unless otherwise expressly provided in a written agreement signed by both parties, Recipient shall perform services, if any, as an independent contractor. Nothing in this Notice shall be construed to create an employer-employee relationship, a partnership, or a joint venture between the parties.

Relationship asserted (select all that apply):

Independent Contractor Agent (only if written authorization attached) None/Other

5. NO PARTNERSHIP OR JOINT VENTURE

Neither this Notice nor any action taken pursuant to this Notice shall create a partnership or joint venture between Principal and Recipient, nor shall either party be liable for the debts, obligations, or liabilities of the other party by reason of this Notice.

6. RELIANCE; REPRESENTATIONS

Each party represents and warrants that it has full power and authority to enter into this Notice and that the execution and delivery of this Notice and the performance of its obligations hereunder have been duly authorized. Each party agrees that it shall not permit any third party to reasonably rely on any representation that Recipient is authorized to bind Principal except as set forth in a duly executed written authorization.

7. INDEMNIFICATION

Recipient shall indemnify, defend and hold harmless Principal and its officers, directors and agents from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any act or omission of Recipient that exceeds the authority expressly granted by Principal or that otherwise purports to bind Principal without Principal's written consent.

8. TERM AND TERMINATION

This Notice shall be effective on the effective date set forth above and shall continue until terminated by either party upon days' prior written notice to the other party, unless earlier terminated by mutual written agreement.

9. NOTICES

All notices, requests and other communications under this Notice shall be in writing and delivered to the parties at the addresses below (or to such other address as a party designates by notice):

10. AMENDMENTS; WAIVER; COUNTERPARTS

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

11. SEVERABILITY

If any provision of this Notice is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial intent.

12. GOVERNING LAW; ENTIRE AGREEMENT

This Notice shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties below. This Notice constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings relating to the same.

Governing law jurisdiction:

13. MISCELLANEOUS

Headings are inserted for convenience only and shall not affect interpretation. The parties acknowledge that each has had the opportunity to obtain independent legal advice or to consult with counsel regarding the terms and effect of this Notice.

Sign Now