Legal Risk Authorization Form

LEGAL RISK AUTHORIZATION FORM

This Legal Risk Authorization Form ("Authorization") is made as of Effective Date: by and between Authorizing Party Name: , located at , and Authorized Recipient Name: , located at .

RECITALS

WHEREAS, Authorizing Party possesses managerial authority or decision‑making responsibility with respect to one or more legal matters, transactions or potential exposures that may involve legal risk as described herein; and

WHEREAS, Authorized Recipient has the necessary expertise, access and organizational role to take specified actions, to make representations, or to accept certain identified legal risks on behalf of the Authorizing Party in accordance with the terms of this Authorization; and

WHEREAS, the parties desire to set forth the scope, limitations, reporting obligations and indemnification terms applicable to any legal risk accepted or acted upon pursuant to this Authorization.

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 Authorization, the following defined terms apply:

"Legal Risk" means any actual or potential liability, regulatory exposure, contractual obligation, litigation risk, fine, penalty, or other adverse legal consequence identified in writing and accepted under this Authorization.

"Authorized Activities" means those activities described in Section 2 below and any attachments signed by the parties, including but not limited to representations, disclosures, settlements, contractual concessions, or litigation positions taken by the Authorized Recipient.

2. SCOPE OF AUTHORIZATION

2.1 Authorization. Authorizing Party hereby authorizes Authorized Recipient to undertake the following Authorized Activities with respect to Legal Risks described below, subject to the limitations and conditions set forth in this Authorization.

2.2 Limits. The Authorized Recipient shall not exceed the authority expressly granted in the prior paragraph. Any action outside such authority requires prior written authorization signed by an authorized representative of the Authorizing Party.

3. CONDITIONS AND LIMITATIONS

3.1 Pre‑Approval Requirements. The following categories of action require prior written pre‑approval from Authorizing Party (check all that apply):

Settlement agreements exceeding authorized monetary thresholds
Material contract amendments that create ongoing liabilities
Public filings or substantive disclosures that may affect regulatory exposure

3.2 Delegation. Authorized Recipient may further delegate tasks to individuals or subunits only if they are informed in writing of the scope of authority and are bound by equivalent confidentiality and reporting obligations.

4. TERM; TERMINATION

4.1 Term. This Authorization commences on the Effective Date and continues until End Date: unless earlier terminated in accordance with this Section.

4.2 Termination for Convenience. Either party may terminate this Authorization upon thirty (30) days' written notice to the other party. Termination shall not affect rights or obligations accrued prior to termination.

4.3 Immediate Termination. Authorizing Party may immediately terminate this Authorization for cause, including breach of material obligations or unauthorized acceptance of Legal Risk.

5. REPORTING; RECORDS

5.1 Reporting Frequency. Authorized Recipient shall provide written reports to Authorizing Party at intervals of: and additionally upon occurrence of any material change in the status of an authorized Legal Risk.

6. CONFIDENTIALITY; PRIVILEGE

6.1 Confidentiality. All non‑public information disclosed in connection with this Authorization shall be maintained as Confidential Information and shall not be disclosed except as permitted by the Authorizing Party or as required by law. The receiving party will take reasonable measures to protect such information.

6.2 Legal Privilege. If communications or documents are designated as subject to attorney‑client privilege or work product protection, such designation shall be respected and preserved by both parties. No waiver of privilege shall occur absent a written agreement signed by both parties.

7. LIABILITY; INDEMNIFICATION

7.1 Liability. Each party remains responsible for its own acts and omissions. Nothing in this Authorization shall be construed to relieve any party of duties imposed by law, or to create liability beyond what is expressly assumed in writing.

7.2 Indemnification. To the fullest extent permitted by law, the Authorized Recipient shall defend, indemnify and hold harmless the Authorizing Party from and against any and all losses, damages, liabilities, claims, fines and expenses (including reasonable attorneys' fees) that arise from the Authorized Recipient's breach of this Authorization, willful misconduct, or unauthorized acceptance of Legal Risk.

8. COMPLIANCE WITH LAW AND ETHICAL OBLIGATIONS

Authorized Recipient shall comply with all applicable laws, regulations, professional rules and internal policies when acting under this Authorization. Any actual or suspected conflict of interest must be disclosed promptly in writing.

9. NOTICES

All notices, requests and other communications required or permitted under this Authorization must be in writing and delivered to the addresses set forth below or to such other address as a party designates by notice:

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendments. No amendment or modification of this Authorization is effective unless in writing and signed by duly authorized representatives of both parties.

10.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right, nor shall any single or partial exercise preclude other or further exercise.

10.3 Counterparts. This Authorization may be executed in counterparts, each of which shall be deemed an original, and delivered by electronic transmission of a signed copy.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Authorization shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties:

11.2 Entire Agreement. This Authorization, together with any attachments or schedules executed by the parties, constitutes the entire agreement with respect to the subject matter and supersedes all prior agreements and understandings.

11.3 Severability. If any provision of this Authorization is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

CERTIFICATIONS

Each signatory below certifies that they have read this Authorization, that they are duly authorized to execute this Authorization on behalf of the party for whom they sign, and that the information and representations contained herein are true and correct to the best of their knowledge.

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