Legal Substitution Form

LEGAL SUBSTITUTION FORM

This Legal Substitution Form is made effective as of by and between Outgoing Party: and Incoming Party: in respect of the matter identified as Matter Name: , File/Reference No.: .

RECITALS

WHEREAS, Outgoing Party has been the designated representative or holder of responsibilities, rights, and obligations in the above-referenced matter and desires to transfer and substitute such responsibilities, rights, and obligations to Incoming Party pursuant to the terms set forth herein;

WHEREAS, Incoming Party represents that it has the legal capacity, professional qualifications (where applicable), and authority to assume and perform the duties and obligations associated with the matter identified above and accepts the substitution on the terms and conditions contained in this Form;

WHEREAS, the parties desire to effectuate a substitution that will define the scope, effective date, notice procedures, and indemnities related to the transfer of duties, without prejudicing any third-party rights except as expressly provided herein.

NOW THEREFORE

In consideration of the mutual covenants contained in this Form and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. SUBSTITUTION

1.1 Substitution. Effective as of the Effective Date specified above, Outgoing Party hereby assigns, transfers and delegates to Incoming Party all of Outgoing Party's duties, authority, claims, rights, and obligations in connection with the matter described above, and Outgoing Party is thereby substituted by Incoming Party for all purposes set forth in this Form.

1.2 Scope. The substitution granted under Section 1.1 shall be limited to the scope described in the attached Schedule of Transferred Items and to those responsibilities expressly accepted in writing by Incoming Party. Any duties or rights not expressly transferred remain with Outgoing Party.

2. AUTHORITY AND ACCEPTANCE

2.1 Outgoing Party's Authority. Outgoing Party represents and warrants that it has full authority to make the substitution, that no further consents from third parties are required other than those disclosed in writing to Incoming Party, and that there are no outstanding orders or agreements that would prevent the substitution.

2.2 Incoming Party's Acceptance. Incoming Party accepts the substitution and agrees to assume and perform all transferred duties and obligations described in Section 1 and that it will do so in a manner consistent with applicable professional standards and the reasonable expectations of any affected third parties.

3. CONSIDERATION

3.1 Consideration. As consideration for the substitution and the covenants contained herein, the parties agree that consideration shall be: . If no monetary consideration is exchanged, the parties shall state "No monetary consideration" in this field.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing (if an entity), (b) it has full power and authority to enter into and perform this Form, and (c) the execution and performance of this Form will not contravene any other agreement or legal obligation known to the representing party.

5. INDEMNIFICATION

5.1 Mutual Indemnity. Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) arising out of or relating to that party's breach of this Form or any act or omission occurring prior to the Effective Date that the indemnifying party is obligated to perform.

5.2 Limitation. Notwithstanding the foregoing, indemnity obligations shall be subject to any limits of liability expressly agreed to in separate written agreements between the parties and shall not be construed to require indemnification for the indemnitee's own gross negligence or willful misconduct.

6. TRANSFERRED DOCUMENTS AND RECORDS

All original files and client-authorized documents listed in the foregoing schedule shall be delivered to Incoming Party within days of the Effective Date, subject to applicable legal or ethical obligations to retain originals.

7. NOTICES

All notices required or permitted under this Form shall be in writing and shall be delivered to the parties at the addresses provided below. Notices shall be deemed effective upon personal delivery, on the date shown on the delivery receipt for certified mail, or one (1) business day after deposit with a nationally recognized overnight courier.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT

This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

10. SEVERABILITY

If any provision of this Form is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that as reasonably practicable achieves the parties' original intent.

11. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Form shall be effective unless in writing and signed by both parties. Failure or delay by either party to exercise any right under this Form shall not operate as a waiver of that right. This Form 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.

12. ADDITIONAL PROVISIONS

The parties acknowledge that they have read and understand this Form, that they have had the opportunity to obtain independent legal advice, and that they enter into this Form voluntarily and with full knowledge of its legal consequences.

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