Legal Required Signatures Form

LEGAL REQUIRED SIGNATURES FORM

This Legal Required Signatures Form (the "Form") is made and entered into as of Effective Date: by and between Organization Name: a organized under the laws of (hereinafter "Organization"), and Counterparty Name: a organized under the laws of (hereinafter "Counterparty"). Organization and Counterparty are each a "Party" and together the "Parties."

RECITALS

WHEREAS, the Parties enter into various agreements, instruments and other documents (collectively, "Agreements") in the course of conducting their business; and

WHEREAS, the Parties desire to establish uniform requirements and procedures governing which persons are authorized to execute Agreements on behalf of each Party and the internal thresholds and notices required prior to execution; and

WHEREAS, the Parties intend for this Form to serve as the official record of signature authority and execution procedures for the Parties' use in reviewing, approving and executing Agreements.

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

1. DEFINITIONS

For purposes of this Form: "Authorized Signatory" means a natural person identified in Section 2 or the Schedule of Authorized Signatories below who has been granted authority by a Party to execute Agreements on that Party's behalf. "Monetary Threshold" means the amount set forth below above which Agreements require additional approval as specified in Section 3:

2. AUTHORITY TO SIGN

Each Party represents and warrants that, as of the Effective Date, the individuals and positions listed in the Schedule of Authorized Signatories are duly authorized to execute and deliver Agreements on behalf of that Party and to bind the Party to the terms of such Agreements in accordance with the scope of authority stated in the Schedule.

3. REQUIRED SIGNATURES AND APPROVALS

3.1 Categories of Documents. The following signature rules apply unless otherwise provided in a particular Agreement or as required by law:

(a) Routine operational documents (purchase orders, nondisclosure confirmations, standard statements of work) may be executed by any Authorized Signatory identified in the Schedule with scope designated as "routine" or equivalent.

(b) Material Agreements, defined as agreements likely to result in obligations or expenditures in excess of the Monetary Threshold set forth in Section 1, shall require either (i) signature by an Authorized Signatory with express delegated authority for Material Agreements or (ii) two Authorized Signatories, one of whom must hold the title of Officer, Managing Member, Partner, or equivalent.

(c) Any Agreement that would materially affect corporate governance, ownership interests, or create liens or long-term indebtedness shall require prior written approval of the board of directors, managing members, or partners, as applicable, and must be reflected in contemporaneous corporate or other governing body minutes.

4. PROCEDURES FOR EXECUTION

4.1 Execution Methods. Signatures may be executed in counterpart, by physical signature, or by electronic signature by a recognized electronic signature solution acceptable to both Parties. Each Party agrees that electronic or scanned signatures shall have the same force and effect as original signatures for the purpose of binding the Parties, provided the signatory is an Authorized Signatory.

4.2 Countersignature and Delivery. Unless otherwise specified in an Agreement, an Agreement executed by one Party and delivered to the other Party shall be deemed effective upon delivery of a fully executed counterpart to the delivering Party, provided all required signatures under this Form have been obtained.

5. CHANGES TO AUTHORIZED SIGNATORIES; NOTICE

5.1 Amendment of Schedule. A Party may amend its Schedule of Authorized Signatories by delivering to the other Party a signed notice that identifies the change and the effective date of the change. Until such notice has been received by the other Party, the previously provided Schedule remains in full force and effect.

6. RECORDS, CERTIFICATION AND REPRESENTATIONS

Each Party represents and warrants that: (a) it has full corporate or organizational power and authority to execute this Form and to grant the authorities set forth herein; (b) execution of Agreements by Authorized Signatories in accordance with this Form will be binding upon such Party; and (c) each Party will retain, in its regular course of business, a record of executed Agreements and any approvals required by this Form for a period of not less than following execution.

7. AMENDMENTS; WAIVER; COUNTERPARTS

This Form may be amended only by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right under this Form will operate as a waiver thereof. This Form may be executed in counterparts and by electronic signature; each counterpart shall be deemed an original and all counterparts together shall constitute one and the same instrument.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT

This Form constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, agreements and understandings, whether written or oral, relating to the matters addressed herein.

10. 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.

IN WITNESS WHEREOF, the Parties have caused this Form to be executed by their duly authorized representatives as of the Effective Date first written above.

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