Legal Right to Represent Agreement

Legal Right to Represent Agreement

This Legal Right to Represent Agreement (the Agreement) is entered into as of the day of , by and between Client Name: , an entity type: Individual Corporation LLC Partnership , with principal address: (Client), and Representative Name: , an entity type: Individual Corporation LLC Partnership , with principal address: (Representative). Client and Representative are each a Party and collectively the Parties.

RECITALS

WHEREAS, Client desires to engage Representative to act on Client's behalf in connection with the specific matters described in this Agreement and to grant Representative authority to represent Client in dealings with third parties and governmental or regulatory bodies as necessary to accomplish the purposes set forth herein; and

WHEREAS, Representative possesses the experience, expertise and qualifications to represent Client and is willing to accept such appointment under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to define the scope, limitations and conditions of Representative's authority and the respective obligations of each Party.

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

1. APPOINTMENT; GRANT OF AUTHORITY

1.1 Appointment. Client appoints Representative, and Representative accepts such appointment, as Client's authorized agent solely for the purposes and scope expressly set forth in this Agreement. Representative shall have only such authority as is expressly granted in this Agreement and no other implied authority.

1.2 Specific Authority. Representative is authorized to act on behalf of Client in the following matters: . Representative shall not bind Client to any obligation outside the scope described in this Section 1 without the prior written authorization of Client.

2. SCOPE OF REPRESENTATION

2.1 Matters Covered. Representative shall represent Client in the specific matters identified in the standalone field below (Specific Matters). Representative's duties shall include negotiation, document preparation, representation at meetings or hearings, and communication with third parties to the extent necessary to carry out the authorized tasks.

2.2 Limitations. Representative shall not (a) execute any deed, contract or other instrument that creates, modifies or extinguishes any interest in real property without express written approval; (b) settle claims in excess of the limits set by Client in writing; or (c) otherwise exercise any authority specifically reserved by Client.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the effective date set forth above and continues until the earlier of completion of the authorized matters or termination as provided in this Section.

3.2 Termination. Either Party may terminate this Agreement for convenience upon ten (10) days' prior written notice to the other Party. Termination shall not relieve Client of its obligations to pay fees and expenses incurred prior to the effective date of termination or for obligations expressly surviving termination.

4. COMPENSATION AND EXPENSES

Representative shall provide periodic statements for fees and expenses and Client shall pay undisputed amounts within thirty (30) days of receipt. Disputed amounts must be raised in writing within fifteen (15) days of receipt of a statement; failure to timely dispute constitutes a waiver of such dispute.

5. DUTIES AND STANDARD OF CARE

Representative agrees to act in good faith and to exercise reasonable skill, care and diligence consistent with applicable professional standards in performing its duties hereunder. Representative shall comply with all applicable laws and shall promptly disclose to Client any material information relating to the authorized matters.

6. CLIENT REPRESENTATIONS AND OBLIGATIONS

Client represents and warrants that Client has full authority to enter into this Agreement and to grant the rights and authorities granted herein. Client shall provide Representative with all necessary information, documents and cooperation reasonably required for Representative to perform the authorized services.

7. CONFIDENTIALITY

Each Party shall keep confidential all non-public information obtained from the other Party in connection with this Agreement and shall not disclose such information to third parties except (a) as necessary to perform the services under this Agreement, (b) with the disclosing Party's prior written consent, or (c) as required by law, in which event the disclosing Party shall, to the extent permitted by law, provide prior notice to the other Party.

8. CONFLICTS OF INTEREST

Representative represents that, to the best of its knowledge, there are no conflicts of interest that would materially impair Representative's ability to perform the services set forth herein. If a material conflict arises, Representative shall promptly disclose the conflict and the Parties shall negotiate in good faith an appropriate resolution.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification. Client shall indemnify and hold harmless Representative and its officers, directors, employees and agents from and against any and all claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, misrepresentations by Client, or Client's failure to provide accurate information required for Representative to perform.

9.2 Limitation of Liability. Except for liability resulting from gross negligence, willful misconduct or breach of confidentiality, neither Party shall be liable to the other for consequential, incidental, special or punitive damages.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, overnight courier, or registered mail to the addresses set forth below or to such other address as either Party may designate by notice in accordance with this Section.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts located in that state for the resolution of disputes arising under this Agreement.

12. ENTIRE AGREEMENT

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

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent to the extent possible.

14. AMENDMENTS; WAIVER

No modification or amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The failure of either Party to enforce any provision shall not constitute a waiver of that provision or of the right to enforce it in the future.

15. COUNTERPARTS

This Agreement 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 deemed originals for all purposes.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

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