Legal Notarize Packet

LEGAL NOTARIZE PACKET

This Legal Notarize Packet (the "Packet") is made and entered into on this day: of , , by and between Client Name: and Counterparty Name: .

RECITALS

WHEREAS, Client Name is seeking to have certain instruments and documents properly executed and notarized in order to effectuate transactions described herein; and

WHEREAS, Counterparty Name has agreed to execute and acknowledge those instruments and to appear, as necessary, before a commissioned notary public or other authorized official to verify identity and administer oaths or acknowledgments; and

WHEREAS, the parties desire to set forth the required documents, instructions to the notary, and the responsibilities of the parties with respect to notarization and delivery of the notarized originals.

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

1. DEFINITIONS

For purposes of this Packet, the following terms have the meanings set forth below: a) "Documents" means the instruments, affidavits, acknowledgments, powers of attorney and other writings described in Section 2 below; b) "Notary" means a commissioned notary public or other official authorized to take acknowledgments and administer oaths in the jurisdiction where notarization occurs; c) "Delivered" or "Delivery" means physical or electronic transmission of originals in the manner set out in Section 4.

2. DOCUMENTS TO BE NOTARIZED

Acknowledgment Jurat Oath/Affirmation Power of Attorney

3. ACKNOWLEDGMENT, OATHS, AND NOTARIZATION INSTRUCTIONS

Each signing party represents and warrants to the other party that the signatures required on the Documents are genuine, that each signer has the legal capacity and authority to execute the applicable Document, and that no signer is under duress or subject to any legal incapacity at the time of execution. The parties shall appear in person before a Notary for signatures requiring personal appearance unless otherwise permitted by law.

Notary instructions: The Notary shall confirm the identity of each signer by either personal knowledge or presentation of identification, administer any required oaths or acknowledgments, and complete the official notarial certificate in substantially the form required by the jurisdiction of notarization. Each party shall bring the appropriate identification documents as required by the Notary. If an acknowledgment certificate differs from the specimen provided, the Notary shall attach the official certificate to the Documents.

4. DELIVERY AND CUSTODY OF NOTARIZED DOCUMENTS

Upon completion of notarization, the Notary or party completing notarization shall return the notarized original(s) in accordance with the delivery method specified by the parties. Unless otherwise agreed in writing, original notarized Documents shall be held by Client Name for delivery to the recipient identified below.

5. FEES

The parties agree to pay any applicable notarization and administrative fees as set forth below. Payment is due upon completion of the notarization unless otherwise agreed in writing.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of its jurisdiction of formation; (b) the execution, delivery, and performance of the Documents and this Packet have been duly authorized by all necessary corporate or other action; and (c) execution of the Documents will not violate any material agreement to which it is a party.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and any Notary retained under this Packet from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the representations and warranties made in this Packet or from false identification presented for notarization.

8. NOTARY ACKNOWLEDGMENT (TO BE COMPLETED BY NOTARY)

State of: County of: . On this day of , , before me personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same for the purposes therein stated.

9. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice to the other party in accordance with this Section.

10. GOVERNING LAW

This Packet shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of law principles.

11. ENTIRE AGREEMENT

This Packet, together with any documents expressly incorporated herein, constitutes the entire agreement 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 Packet is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the invalid provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

13. AMENDMENT; WAIVER; COUNTERPARTS

This Packet may not be amended except by a written instrument executed by both parties. No waiver of any provision of this Packet shall be effective unless in writing signed by the party waiving compliance. This Packet 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.

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