Legal Signatures Required

LEGAL SIGNATURES REQUIRED

This Signature Authorization Agreement (the Agreement) is entered into as of Day: Month: Year: by and between Client Name: , a with principal place of business at (hereinafter "Client") and Provider Name: , a with principal place of business at (hereinafter "Provider"). Client and Provider are each a Party and together the Parties.

RECITALS

WHEREAS, the Parties desire to establish and record the identity and authority of persons authorized to execute documents, agreements, amendments, consents, instruments and other writings on behalf of each Party (collectively, Authorized Documents); and

WHEREAS, the Parties desire mutually to confirm the scope of authority, the procedures for acceptance of signatures by counterparties and third parties, and the remedies in the event of unauthorized execution; and

WHEREAS, the Parties deem it necessary to reduce to writing the conditions under which signatures purporting to bind a Party shall be accepted by the other Party and by third parties who rely in good faith on such signatures.

NOW, THEREFORE

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

1. DEFINITIONS

1.1 "Authorized Signatory" means an individual listed by a Party in accordance with Section 2 and authorized to execute Authorized Documents on behalf of that Party. Each Authorized Signatory must be identified by full legal name, title and specimen signature.

1.2 "Authorized Documents" means agreements, instruments, consents, notices and other writings which purport to bind a Party or to effectuate rights or obligations under this Agreement or any agreement between the Parties.

2. AUTHORITY TO EXECUTE; LISTING OF SIGNATORIES

2.1 Each Party represents and warrants that the individuals identified in that Party's list of Authorized Signatories have the authority, for the purposes and within the monetary and contractual limits set forth in such list, to bind the Party with their signatures. A Party's list of Authorized Signatories shall be delivered in writing to the other Party and shall include full legal name, corporate title (if applicable), specimen signature and a contact telephone number.

2.2 Each Party shall promptly notify the other Party in writing of any change, addition or revocation of Authorized Signatories. Until receipt of a written notice of revocation, the other Party and third parties may rely on the authority of previously designated Authorized Signatories.

3. SCOPE OF SIGNATURE AUTHORITY

3.1 The scope and any monetary or subject-matter limits applicable to each Authorized Signatory shall be set forth in the list delivered under Section 2. Absent an express written limit, an Authorized Signatory shall have no authority to make material amendments to existing agreements or to transfer or encumber real property or intellectual property rights.

3.2 A Party shall not claim that an Authorized Document is invalid based solely on a technical deviation in the form of the signature or the omission of a middle initial where the signatory is otherwise clearly identified and the signature reasonably appears to have been made by an Authorized Signatory.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under its governing law; (b) it has full corporate or equivalent power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and (c) execution, delivery and performance of this Agreement by such Party have been authorized by all necessary action.

5. CONFIDENTIALITY

All lists of Authorized Signatories and specimen signatures provided under this Agreement shall be treated as confidential information of the disclosing Party. Neither Party shall disclose such information except to its legal counsel, auditors or as required by applicable law, provided that disclosure to third parties performing services for a Party shall be on a confidential basis.

6. INDEMNIFICATION

Each Party (the Indemnifying Party) shall indemnify, defend and hold harmless the other Party (the Indemnified Party) from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from any claim that an Authorized Document was executed by a person who lacked actual authority because the Indemnifying Party failed to comply with its notification obligations under Section 2.

7. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party designates by notice in conformity with this Section. Delivery by hand, nationally recognized overnight courier or certified mail, return receipt requested, shall be deemed effective upon receipt.

9. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No failure or delay in exercising any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of that right.

10. COUNTERPARTS; ELECTRONIC SIGNATURES

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 delivered by electronic means (including PDF, facsimile or other electronic transmission) shall be binding and have the same force and effect as original signatures.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the jurisdiction selected by the Parties. The Parties agree that any dispute arising out of or relating to this Agreement shall be resolved in the courts of that jurisdiction unless the Parties agree otherwise in writing.

12. ENTIRE AGREEMENT

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

13. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, such provision shall be reformed to the minimum extent necessary to make it enforceable and the validity and enforceability of the remaining provisions shall not be affected.

14. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. References to "including" mean "including without limitation."

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