Legal Signature Rights Agreement

Legal Signature Rights Agreement

This Legal Signature Rights Agreement (the "Agreement") is made effective as of Day: Month: Year: by and between Grantor Name: , Principal Place of Business: (hereinafter "Grantor"), and Grantee Name: , Principal Place of Business: (hereinafter "Grantee").

RECITALS

WHEREAS, Grantor maintains exclusive control of certain signature forms, specimens and signature authority used to execute legally binding documents on behalf of Grantor; and

WHEREAS, Grantee requires a limited right to affix or apply Grantor's legal signature for the specific corporate, transactional or administrative purposes set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which such signature rights may be exercised, to protect the integrity of the signature and to allocate risks and liabilities arising from authorized and unauthorized uses.

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

1. GRANT OF SIGNATURE RIGHTS

1.1 Grant. Subject to the terms and limitations of this Agreement, Grantor hereby grants to Grantee a limited, non-transferable, non-sublicensable right to reproduce, affix, apply and otherwise use Grantor's legal signature solely for the Permitted Uses set forth in Section 2. The right granted is revocable as set forth in Section 7.

1.2 Form of Signature. The signature may be used in electronic or physical form only to the extent expressly authorized in Section 2 and subject to the security, recordkeeping and audit requirements set forth herein.

2. SCOPE OF AUTHORIZED USES

2.1 Permitted Uses. Grantee may exercise the signature rights only for the following specific purposes and documents:

2.2 Authorized Signatories. Only the individuals listed below shall be authorized to apply Grantor's signature on behalf of Grantee. Grantee shall provide names, titles and contact information and shall update this list promptly upon any change:

3. LIMITATIONS AND CONDITIONS

3.1 Prohibited Uses. Grantee shall not use the signature rights for any purpose other than the Permitted Uses, and shall not use the signature to create new powers of attorney, transfer ownership interests, issue financial instruments or take any action that would materially alter Grantor's legal or financial obligations without express prior written consent of Grantor.

3.2 Non-Delegation. Grantee shall not delegate, sublicense or assign the signature rights except to those authorized signatories identified in Section 2.2. Any attempted delegation or assignment in contravention of this Section shall be void and shall constitute a material breach.

3.3 Authentication and Security. Grantee shall maintain commercially reasonable security controls to prevent unauthorized access to signature specimens and to preserve an auditable trail of each use, including the date, time, document identifier and name of the individual who applied the signature.

4. REPRESENTATIONS AND WARRANTIES

4.1 Grantor Representations. Grantor represents and warrants that (a) it is the lawful owner or has the lawful authority to grant the rights in this Agreement; (b) the execution and performance of this Agreement is within its power and has been duly authorized; and (c) the execution and use of Grantor's signature as authorized herein will not violate any material agreement or law.

4.2 Grantee Representations. Grantee represents and warrants that it will use the signature rights only in strict compliance with this Agreement, will maintain required records, and will notify Grantor promptly of any actual or suspected unauthorized use.

5. INDEMNIFICATION

5.1 Grantee Indemnity. Grantee shall indemnify, defend and hold harmless Grantor and its officers, directors and employees from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses (including reasonable attorneys' fees) arising out of Grantee's negligent or willful misuse of the signature rights, breach of this Agreement, or failure to secure or monitor authorized signatories.

5.2 Grantor Indemnity. Grantor shall indemnify, defend and hold harmless Grantee against claims arising solely from Grantor's misrepresentation of authority to grant the signature rights or from pre-existing defects in Grantor's title to the signature specimen.

6. RECORDS, AUDIT AND CONFIDENTIALITY

6.1 Records. Grantee shall retain complete records of each use of Grantor's signature for no less than five (5) years following the date of use and shall provide copies to Grantor upon request.

6.2 Audit. Upon reasonable prior notice, Grantor may audit Grantee's records relating to use of the signature rights no more frequently than once per calendar year. Grantee shall cooperate and provide access to personnel and documents reasonably necessary to permit verification of compliance.

6.3 Confidentiality. Each party shall treat as confidential all signature specimens, security credentials and audit logs and shall not disclose such information except to its employees, agents or professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

7. TERM AND TERMINATION

7.1 Term. This Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Section.

7.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the breach.

7.3 Immediate Revocation. Grantor may immediately revoke the rights granted hereunder in the event of suspected fraud, unauthorized use, or other circumstances reasonably requiring immediate cessation of signature authority. Upon termination or revocation, Grantee shall immediately cease all uses and return or destroy signature specimens and confirm destruction in writing.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand delivery, nationally recognized overnight courier, or certified mail (return receipt requested). Notices shall be effective upon receipt.

9. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a writing signed by both parties. No waiver of any provision shall be effective unless in writing signed by the party against whom enforcement is sought, and no single waiver shall constitute a continuing waiver.

10. GOVERNING LAW; COUNTERPARTS

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall replace the invalid provision with a valid provision that most closely approximates the parties' original intent.

12. MISCELLANEOUS

The parties acknowledge that monetary damages may be an insufficient remedy for breach of this Agreement and that either party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity. The headings in this Agreement are for convenience only and shall not affect interpretation.

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