Legal Payee Form

LEGAL PAYEE FORM

This Legal Payee Form is entered into as of by and between Payer Name: (the "Payer") and Payee Name: (the "Payee").

RECITALS

WHEREAS, the Payer makes periodic monetary disbursements in connection with contractual obligations, settlements, or other obligations; and

WHEREAS, the Payee is the lawful person or entity entitled to receive payment and seeks to designate the legal payee information and provide required certifications and authorizations; and

WHEREAS, the parties desire to record the Payee's legal and payment information, and to set forth the representations, warranties, authorizations, and indemnities applicable to payments made by the Payer.

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

1. APPOINTMENT AND AUTHORIZATION

1.1 Appointment. The Payee hereby designates the legal payee information provided in this form as the authorized recipient for payments from the Payer. The Payer is authorized to rely upon the information provided herein for all payment disbursements until such time as the Payer receives written notice of a change in accordance with Section 9 (Notices).

1.2 Authorization to Release. The Payee authorizes the Payer to obtain and verify information reasonably necessary to effect payment, including but not limited to verifying bank account data and tax identification information with financial institutions or other third parties.

2. PAYEE IDENTIFICATION

3. PAYMENT INSTRUCTIONS

3.1 Payment Method. Payee requests payment by the following method (check one or more):

4. REPRESENTATIONS AND WARRANTIES

The Payee represents and warrants to the Payer that: (a) the Payee is the lawful owner or authorized recipient of payments described herein; (b) the information supplied in this form is true, correct and complete; (c) the Payee has full power and authority to enter into this Form and to perform its obligations hereunder; and (d) receipt of payment by the Payee in accordance with the instructions provided will not violate any agreement, law, or obligation to any third party.

5. TAX CERTIFICATION

The Payee certifies that the taxpayer identification number provided above is accurate and that the Payee is not subject to backup withholding under applicable law, unless otherwise noted herein. The Payee agrees to notify the Payer promptly in writing of any change in tax status or taxpayer identification information.

6. RECORDS, AUDIT, AND COMPLIANCE

The Payee shall retain records of amounts received hereunder for a period of not less than three (3) years and shall permit the Payer or its designee reasonable access to such records to verify payments, compliance with this Form, and accuracy of information provided.

7. INDEMNIFICATION

The Payee agrees to indemnify, defend, and hold harmless the Payer and its officers, directors, agents and employees from and against any and all claims, liabilities, losses, damages, costs or expenses (including reasonable attorneys' fees) arising out of or resulting from incorrect or fraudulent payee information provided by the Payee or the Payee's breach of any representation, warranty or obligation under this Form.

8. TERM AND TERMINATION

This Form becomes effective on the Effective Date set forth above and continues in effect until superseded by a later written payee designation delivered in accordance with Section 9 (Notices) or until terminated by mutual written agreement of the parties. Termination will not affect the Payer's obligation to make payments properly processed prior to the effective date of termination.

9. NOTICES

All notices, requests, demands and other communications required or permitted under this Form shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, or by an internationally recognized courier service, to the addresses set forth below or as either party may specify by notice in accordance with this Section.

10. MISCELLANEOUS

10.1 Governing Law. This Form shall be governed by and construed in accordance with the laws of the state specified by the Payer in its internal records, without regard to principles of conflicts of law.

10.2 Entire Agreement. This Form, together with any documents incorporated by reference and any schedules attached, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

10.3 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 in any way be affected or impaired thereby.

10.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Form shall be effective unless in writing and signed by both parties. No waiver shall be deemed a continuing waiver or a waiver of any other provision.

10.5 Counterparts. 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.

11. ACKNOWLEDGMENT AND CERTIFICATION

The Payee certifies, under penalty of perjury to the extent permitted by applicable law, that the information contained in this Legal Payee Form is true, correct and complete, and that the Payee is not subject to any legal or contractual restriction that would prevent receipt of payments as designated herein. The Payee further agrees to promptly notify the Payer of any changes to the information provided.

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