Legal Officer Exclusion Form

LEGAL OFFICER EXCLUSION FORM

This Legal Officer Exclusion Form is entered into as of by and between Company Name: and Legal Officer Name: .

RECITALS

WHEREAS, the Company maintains internal policies and governance protocols that define the authorities and duties of officers and agents; and

WHEREAS, the Company and the Legal Officer have determined that, as of the Effective Date set forth above, it is necessary to exclude the Legal Officer from specified authorities and activities due to conflicts of interest, confidentiality concerns, or to preserve the independence of certain functions; and

WHEREAS, the parties desire to document the scope, duration, exceptions, notice procedures and remedies relating to that exclusion.

NOW, THEREFORE

In consideration of the mutual covenants herein, the parties agree as follows:

1. DEFINITIONS

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

"Excluded Authorities" means the specific categories of authority and duties set forth in Section 2 below from which the Legal Officer is excluded.

2. EXCLUSION

Effective as of the Effective Date, the Company hereby excludes the Legal Officer from exercising, participating in, or directing the following authorities (check all that apply and, where applicable, describe specific matters):

3. SCOPE AND LIMITATIONS

The exclusion applies only to the authorities expressly listed in Section 2. The Legal Officer shall continue to retain any authorities and responsibilities not expressly listed as Excluded Authorities. Nothing in this Form shall be construed to terminate the Legal Officer's employment or appointment, except where explicitly stated in a separate written instrument executed by the parties.

During the period of exclusion, the Company may reassign duties and delegate responsibilities otherwise performed by the Legal Officer to other employees or outside counsel. Any such delegation shall be undertaken in a manner consistent with applicable law and the Company's governing documents.

4. DURATION

The exclusion shall commence on and continue until unless earlier terminated or extended by written agreement signed by both parties.

5. EXCEPTIONS

The Legal Officer may, with the prior written consent of an authorized officer of the Company not excluded from the same matter, perform activities otherwise listed as excluded, provided that such consent is recorded in writing and delivered in accordance with the Notices provision below.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has the full corporate or individual power and authority to enter into and perform this Form; (b) the execution and delivery of this Form and the performance of its obligations do not violate any agreement or instrument by which it is bound; and (c) this Form constitutes a valid and binding obligation enforceable against it in accordance with its terms.

7. REMEDIES

The parties acknowledge that a breach of this Form may cause irreparable harm for which monetary damages would be an inadequate remedy. In addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to specific performance and injunctive relief to enforce the terms of this Form, without the necessity of posting a bond.

8. NOTICES

Any notice required or permitted under this Form shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, addressed to the party at the address set forth below, or at such other address as either party shall designate by notice to the other party in accordance with this Section.

9. AMENDMENT; WAIVER

This Form may be amended or modified only by a writing signed by both parties. No waiver of any term or condition of this Form shall be effective unless in writing and signed by the party waiving compliance.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Form, together with any instruments or documents referenced herein and agreed in writing by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties concerning such subject matter.

12. SEVERABILITY

If any provision of this Form 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.

13. COUNTERPARTS; ELECTRONIC EXECUTION

This Form 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 transmitted by facsimile, electronic image or other electronic means shall be valid and binding for all purposes.

14. ADDITIONAL INFORMATION

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