Legal Signature Documents

LEGAL SIGNATURE AUTHORIZATION AGREEMENT

This Legal Signature Authorization Agreement (the "Agreement") is entered into as of , by and between Client Name: , whose principal place of business or residence is (hereinafter "Client"), and Representative Name: , Title: , with address (hereinafter "Representative").

RECITALS

WHEREAS, Client desires to delegate limited authority to Representative to execute, deliver and authenticate certain documents and instruments on behalf of Client in accordance with the terms and limitations set forth herein; and

WHEREAS, Representative is willing to accept such authority subject to Client's directions, the terms of this Agreement, and applicable law; and

WHEREAS, the parties wish to set forth in writing the scope of the authorization, limitations, recordkeeping obligations, and indemnities attendant to the authorized acts.

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

1. DEFINITIONS

1.1 "Authorized Documents" means the documents, instruments, agreements and filings specified in the Authorized Documents description below and any other documents subsequently designated in writing by Client:

1.2 "Authorized Acts" means the act of executing, signing, acknowledging, filing and delivering Authorized Documents, including affixing electronic signatures, where permitted by law, subject to the limitations herein.

2. GRANT OF AUTHORITY

2.1 Client hereby appoints Representative, and Representative accepts such appointment, as Client's limited agent with authority to execute, sign, deliver and file Authorized Documents on behalf of Client, subject to the terms, conditions and limitations of this Agreement. Representative's authority shall be limited to those actions expressly set forth in the Authorized Documents description and any written amendments signed by Client.

2.2 Representative may use an electronic signature or other method of signature satisfactory to Representative, provided that such method is consistent with applicable law and reasonably satisfactory to Client. Representative shall not delegate the authority granted herein except as expressly authorized in writing by Client.

3. SCOPE, LIMITATIONS, AND AUTHORIZATION PARAMETERS

3.1 Representative shall not bind Client to any agreement or obligation that (a) requires payment in excess of without prior written approval from Client, (b) grants security interests, mortgages or liens against Client property, or (c) materially amends Client's corporate governance documents, unless such authority is specifically granted in writing.

3.2 Any execution of an Authorized Document by Representative shall be effective only if Representative contemporaneously delivers to Client a copy of the executed instrument, a written description of the action taken, and, where requested by Client, originals or certified copies of executed documents.

4. REPRESENTATIONS AND WARRANTIES

4.1 Client represents and warrants that Client is duly organized and validly existing under applicable law, that the execution and delivery of this Agreement has been duly authorized, and that the person signing on Client's behalf has authority to bind Client.

4.2 Representative represents and warrants that Representative has the legal capacity to act in the representative capacity described herein, will act in good faith and in Client's best interests when performing Authorized Acts, and will comply with all applicable laws and regulations.

5. RECORDS AND CONFIRMATION

5.1 Representative shall maintain complete and accurate records of all Authorized Acts performed under this Agreement for a period of at least years, and shall provide copies of such records to Client upon request within a commercially reasonable time.

5.2 Receipt by Client of a copy of an executed Authorized Document shall be prima facie evidence that the Authorized Act was performed as described, subject to Client's right to contest the validity of such execution pursuant to applicable law.

6. INDEMNIFICATION

6.1 Client shall indemnify, defend and hold harmless Representative and Representative's affiliates, officers and employees from and against any and all losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) incurred by reason of Representative's good-faith performance of Authorized Acts, except to the extent arising from Representative's gross negligence, willful misconduct or material breach of this Agreement.

6.2 Representative shall promptly notify Client of any claim, demand or proceeding for which indemnity may be sought and shall permit Client to assume the defense with counsel reasonably satisfactory to Representative.

7. CONFIDENTIALITY

7.1 Representative shall treat as confidential all non-public information obtained from or on behalf of Client in connection with Authorized Acts and shall not disclose such information except (a) with Client's prior written consent, (b) as required by law, or (c) to Representative's legal or accounting advisors on a confidential basis.

8. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below (or to such other address as a party designates by written notice).

9. AMENDMENT; WAIVER

9.1 No amendment or modification of this Agreement shall be effective unless made in writing and signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by Client at the time of execution, without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes arising under this Agreement.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

12. SEVERABILITY

If any provision of this Agreement 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 thereby.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

13.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically (including by facsimile or by electronic signature service) shall be binding and shall constitute original signatures for all purposes.

MISCELLANEOUS

The parties acknowledge that Representative shall act only within the scope set forth in this Agreement and that Client retains the right to revoke or modify this authorization at any time upon written notice to Representative, subject to any third-party rights incurred prior to receipt of such notice.

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