Legal Removal Form

LEGAL REMOVAL FORM

This Legal Removal Form (Effective Date: ) is entered into by and between Requesting Party: , a(n) , and Removed Party: (collectively the "Parties").

RECITALS

WHEREAS, Requesting Party has authority over certain accounts, records, roles, and instruments identified below that grant authority, rights, or obligations to or through Removed Party; and

WHEREAS, the Parties desire to effect the removal of Removed Party from the specified roles, accounts, powers, and records, and to document the rights, obligations, releases, and procedures attendant to that removal;

WHEREAS, the Parties intend that this instrument be a final, binding and enforceable record of the removal and related concessions made in consideration of the covenants contained herein.

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

1. DEFINITIONS

1.1 "Removal Effective Date" means the date specified for termination of authority, specifically:

1.2 "Specified Authority" means the position(s), account(s), instrument(s), and record(s) from which the Removed Party is to be removed, including without limitation the role/title:

2. REMOVAL

2.1 Removal. Effective on the Removal Effective Date, Removed Party shall be removed and shall cease to hold, exercise, or claim any authority, signatory power, membership interest, managerial authority, fiduciary role, or other rights in respect of the Specified Authority described above.

2.2 Scope. The removal applies to the following accounts, instruments, and records (identify account numbers, document titles, or record references):

2.3 Actions to Effect Removal. Requesting Party shall take such actions as are reasonably necessary to update corporate records, banking signatories, public filings, third-party records, and internal systems to reflect the removal. Removed Party shall promptly deliver all keys, credentials, access devices, documents, and instruments pertaining to the Specified Authority.

3. SURRENDER OF AUTHORITY; DOCUMENTS

3.1 Surrender. Removed Party hereby irrevocably surrenders and relinquishes all authority, powers, privileges, and access associated with the Specified Authority as of the Removal Effective Date.

3.2 Delivery of Documents. Removed Party shall deliver to Requesting Party, within days of the Removal Effective Date, all originals and copies of agreements, credentials, codes, instruments, correspondence, and records in Removed Party's possession relating to the Specified Authority.

4. EFFECT ON AGREEMENTS AND LIABILITIES

4.1 No Automatic Release of Preexisting Liabilities. Except as expressly provided in this Form, removal of Removed Party shall not, by itself, release Removed Party from liabilities or obligations incurred prior to the Removal Effective Date, nor shall it alter any indemnity or guaranty absent explicit written agreement to that effect.

4.2 Post-Removal Authority. From the Removal Effective Date forward, any action taken by Removed Party purporting to exercise Specified Authority shall be voidable by Requesting Party and shall not bind Requesting Party, except to the extent Requesting Party has expressly ratified such action in writing.

5. CONSIDERATION

5.1 Consideration. In consideration of the mutual promises set forth herein, the Parties acknowledge the sufficiency of the following consideration:

6. REPRESENTATIONS AND WARRANTIES

6.1 Each Party represents and warrants that it has the full power and authority to enter into and perform this Form, and that execution and delivery of this Form and performance of the obligations hereunder have been duly authorized by all necessary action.

6.2 Removed Party represents that to the best of Removed Party's knowledge no material information or documents relevant to the Specified Authority have been withheld from Requesting Party, and that there are no outstanding undisclosed encumbrances or third-party claims that would impair the removal.

7. RELEASE AND INDEMNITY

7.1 Mutual Release. Subject to Section 4.1, the Parties agree that upon full performance of the obligations set forth in this Form, they shall execute mutual releases limited to the matters expressly addressed in this Form, and neither party shall assert claims related to the Specified Authority arising after the Removal Effective Date.

7.2 Indemnity. Removed Party shall indemnify, defend and hold harmless Requesting Party from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from acts or omissions of Removed Party occurring prior to the Removal Effective Date or from a failure to comply with Section 3.2.

8. CONFIDENTIALITY

8.1 Each Party shall maintain the confidentiality of non-public information and documents received in connection with the Specified Authority and shall not disclose such information except as required by law or as necessary to effectuate the removal and related obligations in this Form.

9. NOTICES

All notices, demands, and communications required or permitted under this Form shall be in writing and delivered to the addresses below by certified mail, overnight courier, or personal delivery.

10. AMENDMENTS; WAIVER

10.1 Amendment. This Form may be amended only by a written instrument signed by both Parties.

10.2 Waiver. No failure or delay by either Party in exercising any right or remedy under this Form shall operate as a waiver thereof, and no single or partial exercise shall preclude other or further exercise.

11. GOVERNING LAW; JURISDICTION

This Form shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of courts located in that state for any dispute arising out of this Form.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 Entire Agreement. This Form constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, relating to the Specified Authority.

12.2 Severability. If any provision of this Form is held to be illegal, invalid or unenforceable, that provision shall be enforced to the maximum extent permitted and the remainder of this Form shall remain in full force and effect.

13. 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. Signatures transmitted by electronic means shall be effective as originals.

IN WITNESS WHEREOF, the Parties have executed this Legal Removal Form as of the Effective Date first written above.

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