Legal Statement of Authority

Legal Statement of Authority

This Legal Statement of Authority is made as of Effective Date: by and between Principal Name: , a organized under the laws of , with principal office at (hereinafter "Principal"), and Authorized Representative: , Title: , with address: (hereinafter "Agent").

Recitals

WHEREAS, Principal is the legal owner and/or authorized manager of its business affairs and desires to delegate certain limited authorities to Agent to act on Principal's behalf in specified matters;

WHEREAS, Agent has represented that Agent possesses the requisite skill, authority and availability to perform the actions set forth herein and is willing to accept the appointment and responsibilities granted by Principal; and

WHEREAS, the parties desire to set forth in writing the scope, limitations, and duration of the authority conferred and the respective rights and obligations of the parties.

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

1. Grant of Authority

Principal hereby appoints and designates Agent as its true and lawful attorney-in-fact, with full power and authority to act in Principal's name, place and stead to perform the following acts (collectively, the "Authorized Acts"), subject to the limitations set forth in Section 3:

(a) To execute, deliver, amend, and terminate agreements, contracts, instruments and documents necessary or incidental to the operation of Principal's business as described in the scope below; and

(b) To access records, obtain copies of documents, communicate with vendors, clients, financial institutions, governmental agencies and other third parties, and to take any action reasonably necessary to give effect to the Authorized Acts.

2. Scope of Authority

The authority granted in Section 1 shall be limited to the following described scope:

3. Limitations on Authority

The Agent shall not, without the prior written consent of Principal: (a) sell, transfer, encumber, or otherwise dispose of real property owned by Principal; (b) incur indebtedness in excess of US dollars on behalf of Principal; (c) amend Principal's organizational documents; or (d) take any action that would reasonably be expected to materially adversely affect the financial condition or business operations of Principal.

4. Duration and Termination

This Statement of Authority shall become effective on the Effective Date set forth above and shall continue until Termination Date: , unless earlier revoked in writing by Principal. Principal may revoke this authority in whole or in part at any time by providing written notice to Agent pursuant to Section 9. Revocation shall not affect acts properly taken by Agent in good faith prior to receipt of such notice.

5. Third-Party Reliance

Third parties may rely upon a copy of this Statement of Authority and any representation by Agent that Agent is acting within the scope of authority granted hereunder. Principal hereby agrees to be bound by, and to indemnify third parties for, reasonable actions taken in good faith by any third party who relies upon a signed or otherwise authenticated copy of this document, unless such third party has actual knowledge that the specific action was not authorized.

6. Indemnification

Principal agrees to indemnify, defend and hold Agent harmless from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising from actions taken by Agent within the express scope of this Statement of Authority, except to the extent such claims arise from Agent's gross negligence, willful misconduct, or material breach of this Statement.

7. Representations and Warranties

Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Statement and to perform its obligations hereunder; (b) the execution and delivery of this Statement and the performance of its obligations will not violate any law, agreement, or instrument binding on it; and (c) all corporate or organizational action required to authorize the execution, delivery and performance of this Statement has been taken.

8. Records; Audit

Agent shall maintain complete and accurate records of all actions taken pursuant to this Statement of Authority and shall permit Principal, upon reasonable prior notice, to inspect and copy such records during normal business hours.

9. Notices

All notices required or permitted under this Statement shall be in writing and delivered to the addresses below:

10. Amendments and Waiver

This Statement may be amended or modified only by a written instrument executed by both Principal and Agent. No failure or delay by either party in exercising any right under this Statement shall constitute a waiver of that right unless such waiver is in writing and signed by the waiving party.

11. Governing Law

This Statement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

12. Entire Agreement

This Statement 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.

13. Severability

If any provision of this Statement 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 and shall remain in full force and effect.

14. Counterparts

This Statement 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. Facsimile, photographic, or electronic signatures shall be treated as original signatures for all purposes.

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