Legal Signatures Needed

LEGAL SIGNATURES NEEDED

This Signature Authorization Agreement (the Agreement) is made effective as of by and between Party A: , an entity of type , with principal place of business at ; and Party B: , an entity of type , with principal place of business at .

RECITALS

WHEREAS, the parties anticipate the execution, delivery or acceptance of certain documents, instruments and approvals (collectively, the Covered Documents) for which signatures and acknowledgments are required; and

WHEREAS, the parties desire to set forth the procedures, authorities and certifications applicable to signatures taken on behalf of each party and to establish the validity and binding effect of such signatures; and

WHEREAS, each party wishes to ensure that third parties and governmental and private counterparties may rely on signatures made pursuant to the authorities granted herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties hereby agree as follows:

1. DEFINITIONS

1.1 “Authorized Signatory” means an individual or officer of a party who is expressly designated in writing pursuant to Section 2 to execute Covered Documents on behalf of that party.

1.2 “Covered Documents” means contracts, certificates, acknowledgments, requests, consents, filings, and any other instrument for which a party’s signature, execution, or attestation is required in connection with the matters described in the Recitals.

2. AUTHORITY AND DESIGNATION

2.1 Each party hereby designates and authorizes the individual(s) identified in the signature block below, and any additional persons subsequently designated in writing to the other party, to execute and deliver Covered Documents on behalf of the designating party. The designation constitutes an authorization to bind the designating party to the full extent permitted by the designating party’s organizational documents and applicable law.

2.2 Each party represents that the execution and delivery of Covered Documents by an Authorized Signatory shall have the same force and effect as if executed by the party’s duly authorized representative in accordance with such party’s internal authorization procedures.

3. SCOPE OF AUTHORIZATION

3.1 The authority granted by this Agreement includes execution, attestation, acknowledgment, notarization coordination, and submission of Covered Documents, and applies to both original instruments and electronically transmitted counterparts, unless a party expressly limits such authority in a written notice delivered pursuant to Section 8.

3.2 Notwithstanding the foregoing, any Covered Document that would, under applicable law or the designating party’s organizational documents, require board approval or member consent shall not be within the scope of the authorization unless such approval or consent has been obtained in accordance with those requirements and the designating party has furnished a written certification of such approval to the other party.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) the person signing on its behalf pursuant to this Agreement is authorized to do so; and (c) the execution, delivery and performance of this Agreement and the exercise of the authority herein will not violate any law or contractual obligation applicable to such party.

5. CONFIDENTIALITY

Each party shall treat as confidential all non-public information received from the other party in connection with the identification of Authorized Signatories and the performance of this Agreement, and shall not disclose such information except as required by law, regulation or court order, or as necessary to give effect to the terms of this Agreement.

6. INDEMNIFICATION

To the fullest extent permitted by law, each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party and its officers, directors and employees (the Indemnified Party) from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of the Indemnifying Party’s breach of any representation, warranty or covenant contained in this Agreement or arising from unauthorized acts by any person purporting to act as an Authorized Signatory without the Indemnifying Party’s consent.

7. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below or to such other address as a party may designate by notice pursuant to this Section.

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both parties. No failure or delay by a party in exercising any right shall operate as a waiver, and no single or partial exercise of any right shall preclude other exercises of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be binding and given the same effect as originals.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the internal laws of the jurisdiction selected by the parties below. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid, enforceable provision that most closely reflects the parties’ intent.

11. TERM AND TERMINATION

This Agreement shall remain in effect until terminated by mutual written agreement of the parties or by either party upon thirty (30) days’ prior written notice to the other party; provided, however, that termination shall not affect the validity of Covered Documents executed in accordance with the authority granted prior to termination.

12. CERTIFICATION OF AUTHORITY

Each party certifies that the representations and warranties set forth in this Agreement are true and correct as of the date executed below, and that the signatory or signatories have the authority to bind the party for the purposes set forth herein.

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