Legal Signature Form

LEGAL SIGNATURE FORM

This Legal Signature Form is entered into as of the day of , by and between Client Name: , whose principal address is (hereinafter "Client"), and Provider Name: , whose principal address is (hereinafter "Provider"). Both Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties desire to confirm their mutual agreement, acknowledgment and authorization concerning the document, transaction, or instrument described below (the "Underlying Document");

WHEREAS, the Parties intend that signatures, acknowledgments, and attestations provided on this Legal Signature Form shall constitute binding authorization for the purposes stated herein and shall be relied upon by third parties where appropriate; and

WHEREAS, the Parties desire to set forth terms concerning authorization, representations, notice, and governing law with respect to the signatory authorization granted herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this Legal Signature Form and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DESCRIPTION OF UNDERLYING DOCUMENT

2. DEFINITIONS

For purposes of this Legal Signature Form, the following terms shall have the meanings given: "Signature" means any manual or electronic mark made with the intent to authenticate a writing; "Authorized Representative" means an individual or officer who has actual authority to bind a Party, as evidenced in that Party's corporate or organizational records; and "Effective Date" means the date set forth above.

3. AUTHORIZATION AND ACKNOWLEDGMENT

Each Party represents and warrants that the individual executing this Legal Signature Form on its behalf is an Authorized Representative with full power and authority to bind such Party to the terms herein. Each Party hereby authorizes and directs any third party relying upon this Legal Signature Form to accept the Signature and acknowledgement of the Authorized Representative as conclusive evidence of authority to execute the Underlying Document.

4. SCOPE OF SIGNATURE

The Signature provided on this Legal Signature Form shall be deemed to apply to the Underlying Document described above and to any collateral instrument or certificate necessary to give effect to the transaction described in the Underlying Document. Acceptance of such Signature by any third party shall not be unreasonably withheld.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that (a) it is duly organized and in good standing under applicable law, (b) it has full corporate or organizational power and authority to enter into and perform this Legal Signature Form, and (c) the execution and delivery of this Legal Signature Form and the performance of its obligations hereunder have been duly authorized by all necessary corporate or organizational action.

6. ELECTRONIC SIGNATURES AND DELIVERY

The Parties agree that an electronic copy, facsimile, image, or other reproduction of a signed writing shall constitute an original signature for all purposes. Each Party consents to the transmission and acceptance of this Legal Signature Form and any associated documents by electronic means.

Client consents to electronic signatures and delivery for this Legal Signature Form.
Provider consents to electronic signatures and delivery for this Legal Signature Form.

7. EFFECTIVE DATE AND TERM

This Legal Signature Form shall become effective as of the Effective Date and shall remain in effect for the period necessary to give full force and effect to the Underlying Document, unless earlier terminated in writing by mutual agreement of the Parties.

8. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder must be in writing and addressed to the respective Party at the address set forth below or at such other address that a Party may designate by notice to the other Party in accordance with this Section.

9. AMENDMENTS; WAIVER

No amendment, modification, or waiver of any provision of this Legal Signature Form shall be effective unless made in writing and signed by both Parties. No failure or delay by any Party in exercising any right under this Legal Signature Form shall operate as a waiver of such right.

10. GOVERNING LAW

This Legal Signature Form shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law.

11. ENTIRE AGREEMENT

This Legal Signature Form constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the Parties relating to such subject matter.

12. SEVERABILITY

If any provision of this Legal Signature Form is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the original intent of the Parties to the fullest extent permitted by law.

13. COUNTERPARTS; EXECUTION

This Legal Signature Form 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. Execution and delivery of this Legal Signature Form by electronic transmission of a signed signature page shall be effective as delivery of an original signed counterpart.

14. REPRESENTATIVE INFORMATION

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