Legal Representations Certificate

LEGAL REPRESENTATIONS CERTIFICATE

This Legal Representations Certificate is executed as of by and between Client Name: (the "Client") and Representative Name: (the "Representative").

RECITALS

WHEREAS, the Representative has agreed to provide legal advice and related services to the Client in connection with the matter described as: (the "Matter"); and

WHEREAS, as a condition to commencing such representation, the Client requires a written certificate of the Representative's legal capacity, authority, and disclosures as set forth herein; and

WHEREAS, the Representative is willing to provide such certifications and disclosures to induce the Client to rely upon the representations contained in this Certificate.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Representative hereby certifies and represents to the Client as follows:

1. AUTHORITY AND ORGANIZATION

1.1 The Representative is duly organized and validly existing and, if applicable, in good standing under the laws of the jurisdiction of: . If the Representative is an individual, the Representative affirms that he or she is over the age of 18 and legally competent to render the representations herein.

1.2 The execution, delivery and performance of this Certificate are within the Representative's corporate or legal powers, have been duly authorized by all necessary action, and do not require any further consent, approval or authorization except as set forth in the Disclosure Schedule.

2. NO CONFLICT; COMPLIANCE

2.1 The execution and performance of this Certificate by the Representative do not and will not (a) violate any provision of the Representative's organizational documents, (b) breach any material agreement to which the Representative is a party, or (c) result in a default under any material contract, judgment, order, or decree to which the Representative is subject.

2.2 The Representative is in compliance in all material respects with all applicable laws, rules and regulations relating to the performance of the services in the Matter and has obtained all material licenses and permits required for such performance.

3. LITIGATION; CLAIMS

3.1 There are no actions, suits, proceedings or investigations pending or, to the Representative's knowledge, threatened against or affecting the Representative that (a) question the Representative's ability to perform the services in the Matter, (b) would reasonably be expected to have a materially adverse effect on the Representative's business or financial condition, or (c) relate to the Representative's professional conduct, except as disclosed below:

4. CONFLICTS CHECK AND DISCLOSURES

4.1 The Representative has conducted a conflicts check reasonably sufficient for the Matter and, except for the matters set forth in the Disclosure Schedule, no conflict exists that would preclude the Representative from representing the Client in the Matter under applicable rules of professional responsibility.

4.2 The Representative has disclosed to the Client any material relationships, financial interests, or other engagements that could reasonably be expected to affect the Representative's impartiality or independence with respect to the Matter. Disclosures are described here:

5. REPRESENTATIONS OF THE CLIENT

5.1 The Client represents and warrants that it has the full right, power and authority to retain the Representative for the Matter and to rely upon the representations and certifications contained in this Certificate.

5.2 The Client further represents that all information provided to the Representative in connection with the Matter that is material to the Representative's ability to perform has been disclosed and is true and complete to the best of the Client's knowledge, except as set forth in the Disclosure Schedule.

6. RELIANCE; CERTIFICATION

6.1 The Representative acknowledges that the Client will rely upon the representations, warranties and disclosures contained in this Certificate in deciding whether to engage the Representative for the Matter.

6.2 The undersigned Representative certifies, under penalty of perjury to the extent permitted by applicable law, that the information contained in this Certificate is true, correct and complete as of the date first written above and that no material fact has been omitted which would make any statement herein misleading.

7. INDEMNIFICATION

7.1 The Representative agrees to indemnify and hold harmless the Client from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or covenants contained in this Certificate, except to the extent caused by the Client's gross negligence or willful misconduct.

8. SURVIVAL

8.1 All representations and warranties contained in this Certificate shall survive the execution and delivery of any engagement letter or agreement between the parties and shall remain in full force and effect for a period of one year from the date of this Certificate, except for any representation or warranty that by its terms is intended to survive indefinitely.

9. NOTICES

Client Notice Address

Representative Notice Address

9.1 All notices, consents and other communications required or permitted under this Certificate shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the notice addresses set forth above or to such other address as a party may designate by notice in accordance with this Section.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 This Certificate may be amended only by a written instrument executed by both parties. No waiver of any provision of this Certificate shall be effective unless in writing and signed by the party against whom the waiver is asserted.

10.2 This Certificate 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 or electronic image shall be treated as originals for all purposes.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 This Certificate shall be governed by and construed in accordance with the internal laws of the jurisdiction of: , without regard to principles of conflicts of law.

11.2 This Certificate constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and communications, whether oral or written, relating to such subject matter.

11.3 If any provision of this Certificate 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.

DISCLOSURE SCHEDULE

The Representative attaches the Disclosure Schedule described above and acknowledges that all statements and disclosures contained in the Disclosure Schedule are incorporated herein by reference.

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