Legal Signature Orders Template

Legal Signature Orders Template

This Legal Signature Orders Template ("Order") is made effective as of by and between Principal Name: , with principal place of business at ("Principal"), and Signatory Name: , in the capacity of for ("Signatory").

RECITALS

WHEREAS, Principal desires to have certain instruments, agreements and other documents executed and delivered on its behalf in the form and manner described in this Order; and

WHEREAS, Signatory represents that Signatory is empowered to execute documents on behalf of the Principal subject to the limitations set forth herein; and

WHEREAS, the parties wish to set forth the scope, limitations and procedures by which Signatory may execute, deliver and certify documents on behalf of Principal.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Order, the following terms shall have the meanings set forth below. "Authorized Documents" means any instrument, agreement, certificate, affidavit, consent, amendment, corporate or partnership resolution, or other writing specified in Section 5 of this Order or otherwise approved in writing by Principal.

2. AUTHORIZATION

Principal hereby authorizes Signatory to execute, acknowledge, deliver and, where appropriate, file or record Authorized Documents on behalf of Principal, subject to the limitations and procedures set forth in this Order. This authorization includes the authority to affix Principal's corporate or organizational seal when required and to take any acts reasonably necessary to effectuate execution and delivery.

Limitations on authority (if any):

3. SCOPE OF AUTHORITY

The authority granted to Signatory extends only to the execution and delivery of Authorized Documents expressly identified in this Order and to those necessary to effectuate such documents. Signatory shall not incur or bind Principal to any financial obligation in excess of without prior written approval from Principal's board of directors or equivalent governing body.

Electronic signature permitted: (check if Signatory may use electronic or digital signature methods).

4. EXECUTION PROCEDURES

All executed documents shall be delivered to Principal promptly upon execution. Signatory shall comply with any countersignature, witness or notarization requirements specified by Principal for particular documents. If notarization is required, Signatory shall arrange for notarization at Signatory's expense unless Principal directs otherwise.

Notarization required for certain documents: If checked, specify jurisdiction or county for notarization:

5. SPECIFIC ORDERS

The following categories and examples of documents are Authorized Documents subject to this Order. Principal may add or remove items by written notice in accordance with Section 10 (Notices).

6. REPRESENTATIONS AND WARRANTIES

Principal represents and warrants to Signatory that: (a) Principal is duly organized and validly existing under the laws of the jurisdiction of its organization; (b) the person executing this Order on behalf of Principal is authorized to do so; and (c) the execution and performance of this Order will not violate Principal's organizational documents or applicable law.

Signatory represents and warrants to Principal that Signatory has the authority and capacity to carry out the duties described in this Order and that Signatory will act in good faith and in accordance with applicable law.

7. INDEMNIFICATION

Principal shall indemnify and hold harmless Signatory from and against any losses, liabilities, claims, damages and expenses arising out of or related to the good-faith performance of this Order, except to the extent such losses result from Signatory's gross negligence, willful misconduct, or material breach of this Order.

8. TERM; TERMINATION

This Order shall commence on the effective date set forth above and shall continue until terminated by either party upon days' prior written notice to the other party, or such earlier time as the parties may agree in writing.

Termination shall not affect the validity of any Authorized Document executed in accordance with this Order prior to the effective date of termination.

9. NOTICES

Notices to Principal

Notices to Signatory

10. GOVERNING LAW; VENUE

This Order shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any disputes arising out of or relating to this Order shall be resolved in the courts located within the county specified by Principal, and the parties hereby submit to the exclusive jurisdiction of those courts.

11. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Order shall be effective unless set forth in a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

12. SEVERABILITY

If any provision of this Order is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

13. COUNTERPARTS; ELECTRONIC DELIVERY

This Order 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 means (including facsimile, PDF or other electronic transmission) shall be deemed original signatures for all purposes.

14. ENTIRE AGREEMENT

This Order 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.

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