Legal Power of Representation

LEGAL POWER OF REPRESENTATION

This Legal Power of Representation is made on by Principal Name: whose address is (\"Principal\") appointing Representative Name: whose address is (\"Representative\").

RECITALS

WHEREAS, the Principal seeks to authorize the Representative to act on the Principal’s behalf in legal, administrative, and business matters specified herein; and

WHEREAS, the Representative has the willingness, capacity and competency to act as an agent and to carry out the powers granted by the Principal under the terms and conditions of this instrument; and

WHEREAS, the parties intend that this instrument constitute a limited power of representation authorizing the Representative to represent, negotiate, and bind the Principal only as expressly set forth below.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Principal appoints the Representative and the Representative accepts such appointment upon the terms and conditions set forth below.

1. APPOINTMENT AND GRANT OF AUTHORITY

1.1 Appointment. The Principal hereby appoints the Representative as the Principal's lawful representative, agent, and attorney-in-fact for the purposes described in Section 1.2 and subject to the limitations set forth in Section 2. The Representative shall have the authority to act in the place and stead of the Principal and may exercise the powers granted in good faith and in the Principal’s best interest.

1.2 Specific Powers. The Representative is granted authority to act on behalf of the Principal with respect to the following matters. The Representative may exercise any of the checked powers below and shall have all incidental authority reasonably necessary to effectuate those powers:

Legal proceedings, including initiating, defending, settling, and compromising claims, suits, arbitrations, and administrative hearings;

Negotiation, execution, amendment, and termination of contracts and agreements on behalf of the Principal;

Representation in financial and banking matters, including endorsing checks, executing instruments, and dealing with financial institutions;

Representation with respect to tax matters, filings, audits, and communications with taxing authorities to the extent permitted by law;

Real property transactions, including negotiation, execution of offers, closing documents, leases, and deeds for property located at:

Representation in corporate and business affairs, including exercising voting rights, entering into agreements, and representing the Principal before corporate bodies;

Other powers as described below.

2. SCOPE, LIMITATIONS AND SPECIAL INSTRUCTIONS

2.1 Limitations. The Representative shall not exercise any power that is expressly prohibited in this instrument or by operation of law, including but not limited to making or altering the Principal’s testamentary dispositions or executing a durable power of attorney for health care. Any action beyond the specific powers granted in Section 1.2 requires the Principal’s prior written consent.

2.2 Multiple Representatives. If more than one person is appointed to act jointly with the Representative, each such person must act jointly and cooperatively unless this instrument expressly provides for independent authority. (Check to indicate that the Representative may act jointly with others:)

2.3 Recordkeeping. The Representative shall maintain accurate records of actions taken on behalf of the Principal, including financial accounts, communications, and executed agreements, and shall provide such records to the Principal upon reasonable request.

3. DURABILITY AND EFFECTIVENESS

3.1 Durability. This Power of Representation is durable if checked. If durable, the authority granted herein shall continue notwithstanding the subsequent incapacity of the Principal. If not marked durable, the authority shall terminate upon the Principal’s incapacity.

3.2 Effective Date. Unless otherwise specified, this instrument becomes effective on the Effective Date set forth above. If the parties intend a different effective date, set it forth here:

4. DURATION, REVOCATION AND TERMINATION

4.1 Termination. This Power of Representation shall continue until revoked in writing by the Principal, until a termination date set forth in writing by the Principal, or upon the Principal’s death, except as otherwise provided for a durable power.

4.2 Revocation. Revocation must be in writing, signed by the Principal, and delivered to the Representative and to any third party reasonably relying upon this instrument. Third parties may rely upon a certificate of non-revocation signed by the Principal until notified in writing of revocation.

5. DUTIES, THIRD-PARTY RELIANCE, AND INDEMNIFICATION

5.1 Standard of Conduct. The Representative shall act in good faith, in the Principal’s best interest, and with such care, competence and diligence that a reasonably prudent person would exercise in comparable circumstances.

5.2 Third-Party Reliance. Third parties may rely upon a copy of this instrument and on the Representative’s representation of authority. The Principal agrees to indemnify and hold harmless any third party who reasonably relies in good faith on the representation of authority granted herein.

6. NOTICES

Notices shall be in writing and shall be deemed delivered when personally delivered, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses provided above or to other addresses as may subsequently be provided in writing.

7. MISCELLANEOUS PROVISIONS

7.1 Governing Law. This instrument shall be governed by and construed in accordance with the laws of the state specified for governing law: without regard to principles of conflicts of law.

7.2 Entire Agreement. This instrument constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating thereto.

7.3 Severability. If any provision of this instrument is held invalid or unenforceable under applicable law, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect.

7.4 Amendments and Waiver. No amendment to this instrument shall be effective unless made in a written document signed by both the Principal and the Representative. No failure or delay by a party in exercising any right shall operate as a waiver.

7.5 Counterparts. This instrument 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.

8. REPRESENTATIVE ACCEPTANCE

The Representative hereby accepts the appointment and agrees to act in accordance with the terms of this instrument and to perform the duties imposed herein.

EXECUTION

IN WITNESS WHEREOF, the parties hereto have executed this Legal Power of Representation on the dates set forth below.

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