Legal TR LOA Agreement

Legal TR LOA Agreement

This Legal TR LOA Agreement (the "Agreement") is entered into as of Effective Date: , by and between Principal Name: with Principal Address: (hereinafter "Principal"), and Representative Name: with Representative Address: (hereinafter "Representative").

RECITALS

WHEREAS, Principal desires to appoint Representative to act on Principal's behalf for the limited purposes described in this Agreement; and

WHEREAS, Representative has represented that it has the experience, authority and capacity to perform the actions described herein and is willing to accept such appointment on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms governing the scope, duration and limitations of the authorization granted by Principal to Representative.

NOW THEREFORE, in consideration of the mutual covenants and promises 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 Acts" means those acts and dealings expressly set forth in Section 2 below and any acts reasonably necessary to effectuate those acts. "Confidential Information" has the meaning set forth in Section 7.

2. SCOPE OF AUTHORIZATION

2.1 Principal hereby appoints and authorizes Representative as Principal's lawful agent and attorney-in-fact to perform the following Authorized Acts on Principal's behalf:

2.2 Representative shall exercise the authority granted herein only to the extent necessary to accomplish the Authorized Acts and shall not exceed the scope of this authorization without prior written consent of Principal.

3. LIMITATIONS ON AUTHORITY

3.1 Representative shall not execute, amend, or terminate any contract or agreement on behalf of Principal that obligates Principal to payment in excess of $ without prior written approval from Principal.

3.2 Representative shall not make any gifts, transfers of title, or other dispositive acts relating to Principal's real property or intellectual property without explicit written authorization.

4. TERM; REVOCATION

4.1 This Agreement commences on the Effective Date and continues until Termination Date: , unless earlier revoked in accordance with this Section 4.

4.2 Principal may revoke this Agreement at any time by providing written notice of revocation to Representative, which revocation shall be effective upon actual receipt by Representative. Revocation shall not affect any acts taken by Representative prior to receipt of revocation.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Principal represents that the execution and performance of this Agreement does not violate any agreement to which Principal is a party.

6. CONFIDENTIALITY

6.1 Representative shall keep confidential all non-public information obtained from Principal in connection with performing the Authorized Acts and shall not disclose such Confidential Information except as required by law or as necessary to perform the Authorized Acts. Confidential Information excludes information that is or becomes publicly known through no breach by Representative.

7. COMPENSATION AND EXPENSES

7.1 Compensation: Representative shall be entitled to compensation as set forth below. If no compensation is specified, Representative shall serve on a gratuitous basis unless otherwise agreed in writing.

Fee Arrangement (describe):

7.2 Expenses: Principal shall reimburse Representative for reasonable out-of-pocket expenses incurred in connection with the performance of Authorized Acts upon submission of documentation reasonably sufficient to substantiate such expenses.

8. INDEMNIFICATION

8.1 Principal shall indemnify and hold harmless Representative from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or in connection with Representative's good faith performance of the Authorized Acts, except to the extent caused by Representative's gross negligence, willful misconduct or material breach of this Agreement.

9. TERMINATION

9.1 This Agreement may be terminated by either party upon fifteen (15) days' prior written notice to the other party. Termination shall not affect liabilities or obligations incurred prior to termination.

10. NOTICES

10.1 All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized courier, or three (3) days after deposit in the U.S. mail, postage prepaid, to the addresses set forth below or to such other address as either party may designate by notice to the other.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver 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 and the same instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

12.2 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 and understandings, whether written or oral.

12.3 Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and the Agreement shall be construed so as to give effect to the parties' intent.

13. MISCELLANEOUS

13.1 Independent Contractor: Representative is an independent contractor with respect to Principal. Nothing in this Agreement shall be construed to create a partnership, joint venture or employer-employee relationship between the parties.

13.2 Third-Party Reliance: Principal authorizes Representative to provide a copy of this Agreement to third parties as evidence of Representative's authority to act on Principal's behalf.

ACKNOWLEDGEMENTS

The parties acknowledge that they have read and understand this Agreement, that they have had the opportunity to seek independent legal counsel, and that they execute this Agreement voluntarily and without duress.

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