Legal Signatories Form

LEGAL SIGNATORIES FORM

This Legal Signatories Form ("Form") is made and entered into as of by and between Client Name: , having its principal place of business at , and Counterparty Name: , having its principal place of business at .

RECITALS

WHEREAS, Client Name represents that it is authorized to appoint certain individuals to execute documents, instruments and other writings on its behalf in connection with the business relationship with Counterparty Name; and

WHEREAS, Counterparty Name requires written confirmation of the individuals authorized to bind Client Name and the scope of their authority to facilitate the execution of agreements, releases, invoices, amendments and other corporate instruments; and

WHEREAS, the parties desire to set forth the names, titles and specimen signatures of the persons authorized to execute documents on behalf of each party and the processes for notice and revocation of such authority.

NOW THEREFORE

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

1. APPOINTMENT OF AUTHORIZED SIGNATORIES

1.1 Client Name hereby certifies that the individuals listed in Section 2 below are authorized signatories for Client Name and are empowered to execute, deliver and perform documents binding upon Client Name in matters related to the relationship with Counterparty Name, subject to any limitations expressly stated in this Form. Client Name represents that signatures provided are genuine and that each listed individual holds the applicable corporate, partnership or fiduciary office stated beside their name.

2. LIST OF AUTHORIZED SIGNATORIES (CLIENT)

Signatory 1

Signatory 2 (optional)

3. REPRESENTATIONS AND WARRANTIES

3.1 Each party represents and warrants that it is duly organized and validly existing under applicable law and that the persons listed in this Form are, to the best of such party's knowledge, validly authorized to act in the capacity stated. Each party further represents that the execution, delivery and performance of this Form have been duly authorized by all requisite corporate or organizational action.

4. RELIANCE; THIRD PARTIES

4.1 Counterparty Name and any third party dealing in good faith may rely upon the representations made in this Form and on the authority of any signatory listed herein until such time as the relying party receives written notice of revocation or amendment pursuant to Section 7. Counterparty Name shall be entitled to assume that a signature matching the specimen set forth in this Form was made by the authorized signatory named.

5. INDEMNITY

5.1 Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party, its affiliates and their respective officers, directors and employees from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from false representations regarding authorization of any signatory listed in this Form or from acts undertaken by an unauthorized person purporting to act on behalf of the Indemnifying Party. This indemnity shall not apply to losses resulting solely from the gross negligence or willful misconduct of the indemnified party.

6. NOTICE AND REVOCATION

6.1 Any party may amend or revoke the authority of any signatory by delivering written notice to the other party in accordance with Section 7. Such amendment or revocation shall be effective upon receipt by the other party or on the date specified in the notice, whichever is later.

7. NOTICES

All notices, consents, demands or other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section).

8. TERM; TERMINATION

8.1 This Form shall remain in effect until revoked or amended in writing in accordance with Section 6. Termination of the underlying commercial relationship between the parties shall not, by itself, constitute revocation of authority unless a party provides express written notice.

9. AMENDMENT; WAIVER

9.1 No amendment to this Form shall be effective unless executed in writing by an authorized representative of each party. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of such right.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1 Governing Law. This Form shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

10.2 Entire Agreement. This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, relating thereto.

10.3 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.

11. COUNTERPARTS; CERTIFICATION

11.1 This Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. A photocopy, image file or electronic copy of this Form and of any signature shall be deemed an original for all purposes.

11.2 By signing below, each authorized representative certifies under penalty of perjury that the information provided concerning authorized signatories is true and correct, that the signatory(ies) listed are properly empowered to act on behalf of the respective party, and that the party will notify the other party promptly of any change in such authorization.

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