Legal Signatory Rules Addendum

LEGAL SIGNATORY RULES ADDENDUM

This Legal Signatory Rules Addendum (the Addendum) is made as of by and between Party A: , entity type Corporation LLC Individual , principal address ; and Party B: , entity type Corporation LLC Individual , principal address .

RECITALS

WHEREAS, the parties maintain an existing agreement identified as the Underlying Agreement, and the parties wish to establish uniform rules and procedures governing persons authorized to sign documents, instruments and other communications on behalf of each party;

WHEREAS, each party desires to set forth the limits of delegated authority, the method of execution acceptable for binding documents, and recordkeeping obligations to ensure that third parties may rely upon the authority of signatories;

WHEREAS, the parties intend that this Addendum supplement and, where applicable, modify the execution provisions of the Underlying Agreement as set forth herein.

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

1. DEFINITIONS

1.1 "Authorized Signatory" means an individual who is expressly designated in writing by a party's governing body or an officer with delegated authority to execute agreements, certificates, instruments or notices described in this Addendum on behalf of that party.

1.2 "Execution Standards" means the requirements for form, method and evidence of authority for a signature set forth in Section 3 below.

2. REPRESENTATIONS AND AUTHORITY

Each party represents and warrants that: (a) it is duly organized and validly existing under the laws of its jurisdiction of formation; (b) it has full corporate or other power and authority to enter into and perform this Addendum; and (c) the execution and delivery of this Addendum and the performance of its obligations hereunder have been duly authorized by all necessary action.

2.1 Delegation Threshold. Unless otherwise authorized in writing, no person shall have authority to bind a party with respect to transactions or commitments having a monetary value exceeding without prior written approval from the party's designated approving authority.

3. EXECUTION STANDARDS

3.1 Form of Signature. Acceptable forms of execution for binding documents under this Addendum include: (a) original handwritten signature; (b) scanned copy of an original handwritten signature; and (c) electronic signature meeting the criteria set forth in Section 3.2. A copy transmitted by electronic mail or facsimile that bears a signature matching the specimen on file shall be deemed a true copy for purposes of reliance unless the recipient reasonably objects within five (5) business days.

3.2 Electronic Signatures. Electronic signatures are acceptable if they: (a) are executed through an agreed-upon method that reasonably identifies the signatory and demonstrates intent to sign; (b) are stored in a manner that preserves integrity of the record; and (c) are attributable to an Authorized Signatory. Acceptance of a particular electronic method shall be evidenced by written designation in the party's signatory register.

4. SPECIMEN SIGNATURES; SIGNATORY REGISTER

4.1 Each party shall maintain a signatory register that lists Authorized Signatories, their title, specimen signature (or approved electronic signature identifier), the scope of their authority and any delegation limits. The register shall be available to the other party upon written request and shall be conclusive as to the authority of persons listed therein until superseded by written notice.

5. RATIFICATION OF PRIOR ACTS

All acts, agreements, instruments and obligations executed by persons identified in a party's signatory register prior to the effective date of this Addendum that fall within the scope of authority set forth in such register are hereby ratified and confirmed by that party to the extent that third parties reasonably relied upon such authority.

6. LIMITATIONS ON DELEGATION

6.1 The authority of an Authorized Signatory is limited to the scope expressly delegated in writing. No delegation shall be construed to permit: (a) amendment or waiver of material obligations under the Underlying Agreement, (b) creation or assumption of indebtedness beyond the monetary threshold in Section 2.1, or (c) disposition of real property except as expressly authorized by the party's governing body.

7. RECORDKEEPING AND RETENTION

Each party shall retain executed originals or authenticated electronic copies of all agreements, certificates and instruments executed under the authority of this Addendum for a minimum of years following execution, or longer if required by applicable law.

8. NOTICES

All notices required or permitted under this Addendum shall be given in writing to the designated notice contact for each party set forth below and shall be deemed given when delivered in person, by nationally recognized overnight courier, or by electronic transmission confirmed by the receiving party's designated contact.

9. AMENDMENT; WAIVER

This Addendum may be amended only by a written instrument signed by duly authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver, and no single or partial exercise of any right shall preclude other or further exercises.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

10.1 Governing Law. This Addendum shall be governed by and construed in accordance with the laws of the jurisdiction of the party identified below as the governing law: , without regard to conflict of laws principles.

10.2 Entire Agreement. This Addendum, together with the Underlying Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

10.3 Severability. If any provision of this Addendum is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the parties' intent to the greatest extent possible.

10.4 Counterparts. This Addendum may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding.

11. MISCELLANEOUS CERTIFICATIONS

Each signatory below certifies that he or she is authorized to enter into this Addendum on behalf of the party for which the signatory signs and that the signatory's signature is a valid and binding obligation of such party.

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