Legal Signature Declaration Form

LEGAL SIGNATURE DECLARATION FORM

This Legal Signature Declaration is executed as of by and between Declarant Name: and Recipient Name: .

RECITALS

WHEREAS, Declarant represents that Declarant has authority to execute, attest, verify, acknowledge and authenticate signatures on certain instruments, documents and records described below; and

WHEREAS, Recipient requires a written declaration from Declarant affirming the authenticity and authority of such signatures for purposes of relying on the Documents in business, contractual and regulatory dealings; and

WHEREAS, the parties desire to set forth the terms, scope and legal effect of Declarant's declaration regarding signatures and the related representations and remedies.

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

1. DEFINITIONS

1.1. "Declarant" means the person or entity identified above as Declarant Name: . If acting on behalf of an entity, Declarant's capacity and title are set forth in Section 2 below.

1.2. "Recipient" means the person or entity identified above as Recipient Name: , who is entitled to rely upon the representations in this Declaration.

2. DECLARATION OF AUTHORITY

Declarant affirms and declares that Declarant is duly authorized to sign and to cause signatures to be affixed to the documents identified in Section 4 and that such signatures were executed by the person(s) whose name(s) appear on the Documents or by a duly appointed agent acting with specific authority. If Declarant signs in an official capacity for an entity, Declarant affirms possession of the corporate, partnership or managerial authority necessary to bind that entity.

3. STATEMENT OF AUTHENTICITY

Declarant certifies that, to the best of Declarant's knowledge and belief, each signature furnished, attested, acknowledged, or otherwise presented for the Documents is genuine, was made voluntarily, and is duly authorized by the signatory or by the signatory's lawful representative. Declarant further certifies that there are no known facts that would cause the signatory's authority to be questioned by a reasonably diligent third party.

4. DOCUMENTS COVERED

5. REPRESENTATIONS, WARRANTIES AND LIMITATIONS

5.1. Representations. Declarant represents and warrants that Declarant has full legal capacity to make the representations contained in this Declaration and that such statements are true and correct as of the Effective Date.

5.2. Limitations. This Declaration applies only to the Documents expressly described in Section 4 and does not extend to transactions or signatures not specifically identified herein, unless otherwise agreed in writing.

5.3. Indemnity. Declarant agrees to indemnify, defend and hold harmless Recipient from and against any and all losses, liabilities, claims and expenses, including reasonable attorneys' fees, arising from Declarant's breach of any representation or warranty made in this Declaration or from any false or misleading statement made by Declarant in connection with the Documents.

6. NOTICES

All notices, requests, consents and other communications required or permitted under this Declaration 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.

7. MISCELLANEOUS PROVISIONS

Governing Law. This Declaration shall be governed by and construed in accordance with the laws of the State selected by the parties: , without regard to principles of conflicts of law.

Entire Agreement. This Declaration contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties.

Severability. If any provision of this Declaration is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed so as to achieve the intent of the parties to the maximum extent permitted by law.

Amendments; Waiver. No amendment, modification or waiver of any provision of this Declaration shall be effective unless in writing and signed by both parties. Waiver of any breach shall not constitute waiver of any other breach.

Counterparts. This Declaration 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 original signatures for all purposes.

8. CERTIFICATION AND ACKNOWLEDGMENT

Declarant certifies under penalty of perjury that the foregoing statements are true and correct and that Declarant executes this Declaration with full knowledge of its legal consequences. Declarant acknowledges that Recipient may rely upon this Declaration in accepting, recording or acting upon the Documents described herein.

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