Legal Signature Letter

LEGAL SIGNATURE LETTER

This Legal Signature Letter (the "Letter") is made and entered into as of by and between Client Name: , a with principal place of business at , and Recipient Name: , a with principal place of business at .

RECITALS

WHEREAS, the parties anticipate the execution and delivery of that certain agreement described as: (the "Primary Agreement");

WHEREAS, the parties desire to confirm the authority of designated individuals to execute signature pages, amendments, consents and related documents on behalf of their respective principals and to establish procedures for acceptance of such executed documents;

WHEREAS, the parties intend that this Letter constitute evidence of the authority and procedures set forth herein and to be relied upon by each other and by third parties in connection with the Primary Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. AUTHORITY TO EXECUTE

1.1 Authorization. Each party hereby represents and warrants that the individual(s) identified below have full power and authority to execute and deliver signature pages, amendments, waivers, notices, certificates, and other documents (collectively, "Executed Documents") relating to the Primary Agreement on behalf of such party and to bind such party to the terms of such Executed Documents.

Authorized Signatory for Client: , Title: .

Authorized Signatory for Recipient: , Title: .

1.2 Reliance; Ratification. Each party agrees that (a) any third party may rely conclusively upon a copy of this Letter and upon any Executed Document delivered in accordance with the provisions hereof as evidence of the authority of the person signing such document, and (b) to the extent any Executed Document is signed by such authorized signatory, the principal party shall be bound thereby and shall promptly ratify and confirm any such execution.

2. SCOPE AND PROCEDURES

2.1 Scope. This Letter applies to the execution, delivery and performance of the Primary Agreement and to any ancillary documents expressly contemplated therein or reasonably necessary to effectuate the Primary Agreement.

2.2 Methods of Delivery. Executed Documents may be delivered by hand, nationally recognized courier, first-class mail, or by electronic transmission (including electronic signature). If electronic transmission is used, the parties agree that a printed copy of an electronically transmitted signature page shall be treated as an original for all purposes.

2.3 Certification of Authority. Each party shall, upon request, provide a certificate of incumbency, a corporate resolution, or other evidence reasonably requested by the other party to confirm the authority of the authorized signatory.

3. REPRESENTATIONS, WARRANTIES AND INDEMNITY

3.1 Representations and Warranties. Each party represents and warrants that (a) it is duly organized and validly existing under the laws of its jurisdiction of organization; (b) it has full corporate or organizational power and authority to enter into this Letter; and (c) the execution, delivery and performance of this Letter have been duly authorized by all necessary action.

3.2 Indemnity. Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the representations and warranties in Section 3.1 or from any unauthorized execution or purported execution of any Executed Document by any person purporting to act on behalf of the indemnifying party.

4. NOTICES

All notices, requests, demands and other communications under this Letter shall be in writing and shall be delivered to the parties at their respective addresses set forth below (or at such other address for a party as shall be specified by like notice).

5. MISCELLANEOUS

Governing Law. This Letter shall be governed by and construed in accordance with the laws of the jurisdiction of governing_law: , without regard to conflict of law principles.

Entire Agreement. This Letter, together with the Primary Agreement as applicable, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter.

Severability. If any provision of this Letter 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.

Amendments; Waiver. This Letter may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this Letter shall operate as a waiver of that right.

Counterparts; Electronic Signatures. This Letter 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 delivered by electronic transmission shall be treated as original signatures for all purposes.

EXECUTION

The parties have caused this Letter to be executed by their duly authorized representatives as of the date first written above.

Sign Now