Legal Signatory Package

LEGAL SIGNATORY PACKAGE

This Legal Signatory Package (the Agreement) is entered into as of the Effective Date: Day Month Year by and between Company Name: with principal address: (Company) and Signatory Name: with principal address: (Signatory).

RECITALS

WHEREAS, Company seeks to deliver and obtain execution of certain documents, instruments and ancillary materials as set forth in the Included Documents section below (the Package) for the purposes set forth herein;

WHEREAS, Signatory represents that Signatory has the legal authority and corporate or other power to execute and deliver the Package on behalf of the party for which Signatory purports to act and that such execution will bind that party to the terms of each executed instrument; and

WHEREAS, the parties desire to set forth the terms, certifications, and conditions under which Signatory will execute, deliver and certify the Package.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below: "Package" means the set of documents identified in the Included Documents field and any attachments executed pursuant to this Agreement; "Authorized Documents" means any instrument within the Package that requires a signature, endorsement or acknowledgment by a Signatory; and "Effective Date" means the date set forth above.

2. AUTHORITY AND REPRESENTATIONS

2.1 Company represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction and that execution of this Agreement by Company has been authorized by all necessary corporate or other action.

2.2 Signatory represents and warrants that Signatory has full power, authority, and legal right to execute the Authorized Documents on behalf of the named party, that any required corporate or other approvals have been obtained, and that the execution and delivery of the Authorized Documents will be binding and enforceable obligations of the party represented.

3. SIGNATORY CERTIFICATION

3.1 By executing this Agreement and the Authorized Documents, Signatory certifies under penalty of perjury that Signatory is authorized to bind the party on whose behalf Signatory acts, that Signatory has examined the documents presented, that the execution conforms to the party's governing instruments, and that Signatory will promptly notify Company of any change in such authority.

3.2 Signatory further certifies that all information provided in connection with the Package is true, complete and correct to the best of Signatory's knowledge and belief as of the date of execution.

4. EXECUTION, DELIVERY AND ACCEPTANCE

4.1 Execution of Authorized Documents by Signatory may be effected by manual signature, facsimile, scanned image, or electronic signature. Copies and electronic reproductions of signatures shall be treated as originals for all purposes and shall bind the party represented.

4.2 Company or Signatory may deliver executed Authorized Documents to the other party by mail, hand delivery or electronic transmission. Receipt of an executed Authorized Document by electronic transmission constitutes delivery for all purposes.

5. CONFIDENTIALITY

Each party shall maintain in confidence all non-public information provided in connection with the Package and shall not disclose such information except as required by law or as necessary to perform obligations under the Authorized Documents. The obligations in this Section survive termination of this Agreement for a period of two years.

6. INDEMNIFICATION

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party from and against any and all liabilities, losses, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the Indemnifying Party's representations, warranties or obligations under this Agreement or arising from the Indemnifying Party's lack of authority to execute any Authorized Document.

7. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or transmitted by electronic mail with confirmation of receipt to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

8. ENTITY TYPE AND CAPACITY

Indicate the capacity in which Signatory executes the Authorized Documents:

9. ELECTRONIC SIGNATURES AND RECORDS

Electronic signatures and electronic records satisfying the applicable legal requirements shall be valid and binding. The parties agree that a signed electronic copy of any Authorized Document shall have the same force and effect as an original signed copy.

10. COUNTERPARTS; WAIVER; AMENDMENT

This Agreement may be executed in counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. No waiver of any provision shall be effective unless in writing signed by the party against whom enforcement is sought. This Agreement may be amended only by a written instrument executed by both parties.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties at the time of signing. The parties agree that the chosen governing law shall apply to all disputes arising out of or relating to this Agreement and the Package.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, understandings and agreements. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect.

13. MISCELLANEOUS

The parties acknowledge that the remedies provided herein are cumulative and in addition to any other remedies available at law or in equity. Headings are for convenience only and do not affect interpretation.

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