Legal Signature Pack

LEGAL SIGNATURE PACK

This Legal Signature Pack (this "Agreement") is entered into as of by and between Client Name: , an entity organized as Corporation LLC Individual , and Service Provider Name: , an entity organized as Corporation LLC Individual (collectively, the "Parties").

RECITALS

WHEREAS, the Parties anticipate the execution, delivery and performance of certain documents, instruments and agreements listed in the Schedule of Covered Documents below (the "Covered Documents");

WHEREAS, the Parties desire to set forth formal attestations, authorizations and acknowledgements relating to the execution, delivery and effectiveness of such Covered Documents to avoid ambiguity as to authority and form;

WHEREAS, each Party intends that signatures provided pursuant to this Agreement shall be binding and shall be accepted by third parties as evidencing authority and intent to be bound.

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

1. DEFINITIONS

1.1 "Covered Documents" means the agreements, instruments, certificates and related documents described in the Schedule of Covered Documents, whether now existing or executed after the Effective Date, which the Parties intend to execute, deliver or rely upon in connection with their business relationship.

1.2 "Authorized Signatory" means the individual who executes a Covered Document on behalf of a Party and whose signature is intended to bind such Party.

2. AUTHORIZATION TO EXECUTE

2.1 Each Party hereby authorizes the execution, delivery and performance of the Covered Documents by its Authorized Signatory. The Parties agree that signatures delivered electronically, by facsimile, by PDF, or other electronic transmission shall be effective to bind the executing Party to the same extent as manually executed originals.

2.2 Each Party warrants and represents that: (a) it has full corporate or legal power and authority to enter into and perform this Agreement and the Covered Documents; (b) the person executing any Covered Document on its behalf is duly authorized to do so; and (c) the execution, delivery and performance of such Covered Documents will not violate any applicable law or contractual obligation.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1 Each Party represents and warrants to the other that the information provided in connection with this Agreement, including the identity and authority of its Authorized Signatory, is true, complete and accurate on the Effective Date and at the time any Covered Document is executed.

3.2 Each Party covenants to notify the other Party in writing promptly upon any change in the identity, authority or contact information of its Authorized Signatory.

4. INDEMNIFICATION

4.1 Each Party shall indemnify, defend and hold harmless the other Party and its affiliates, officers, directors and employees from and against any and all losses, damages, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the representations, warranties or covenants contained in this Agreement or arising from the unauthorized execution or false representation of authority by any person purporting to act on behalf of a Party.

5. NOTICES

5.1 All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be delivered personally, by certified mail (return receipt requested), by nationally recognized overnight courier, or by electronic transmission with confirmation of receipt to the addresses set forth below or to such other address as either Party may designate by written notice to the other.

6. AMENDMENT; WAIVER

6.1 This Agreement may be amended only by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy.

7. COUNTERPARTS; ELECTRONIC SIGNATURES

7.1 This Agreement 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 (including facsimile or electronic document) shall be deemed original signatures for all purposes.

8. GOVERNING LAW

8.1 This Agreement shall be governed by and construed in accordance with the internal laws of the state specified below without regard to its rules of conflict of laws. The Parties submit to the exclusive jurisdiction of the courts of that state for resolution of any disputes arising hereunder.

9. ENTIRE AGREEMENT; SEVERABILITY

9.1 This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals or understandings, whether written or oral, relating thereto.

9.2 If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

10. MISCELLANEOUS

10.1 Headings are for convenience only and shall not affect interpretation. The Parties acknowledge that each has had the opportunity to obtain independent legal advice with respect to this Agreement.

10.2 The obligations, representations and warranties of each Party shall survive the execution of any Covered Document to the extent necessary to give effect to their intent and purpose.

CERTIFICATION OF AUTHORITY

Each undersigned individual certifies that he or she is authorized to execute this Agreement on behalf of the Party for which he or she signs and that the signatures provided below are true and binding.

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