Legal Written Instructions

LEGAL WRITTEN INSTRUCTIONS

These Legal Written Instructions (the "Instructions") are delivered as of by Client Name: with address at (\"Client\") to Recipient Name: with address at (\"Recipient\"). These Instructions set forth the scope, authority and conditions under which Recipient is authorized to act for Client in the matter referenced below.

RECITALS

WHEREAS, Client has engaged Recipient to perform services and/or take actions described herein in connection with Matter Reference: ; and

WHEREAS, Client desires to provide written instructions authorizing Recipient to take specified actions on Client's behalf, subject to the terms, limitations and conditions set forth in these Instructions; and

WHEREAS, Recipient is willing to accept such instructions and act in accordance with them upon the terms and conditions stated herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Client and Recipient agree as follows:

1. DEFINITIONS

For purposes of these Instructions, the following terms shall have the meanings given below: (a) "Action" means any act, execution of document, communication, filing, payment, settlement, or other step authorized by these Instructions; (b) "Confidential Information" means information exchanged between the parties in connection with the Action; and (c) "Costs" means reasonable disbursements, filing fees, courier charges, and other out-of-pocket expenses incurred by Recipient in performing the Actions.

2. SCOPE OF INSTRUCTIONS

Client instructs Recipient to perform the following specific Actions. Recipient shall perform these Actions in accordance with Client's directions and shall not exceed the authority expressly granted below.

3. AUTHORITY AND LIMITATIONS

Recipient is authorized to take only the Actions expressly set forth in Section 2 and any incidental acts reasonably necessary to effectuate those Actions. Recipient shall not modify the scope of authority without prior written consent of Client.

Authority granted (check all that apply):

Authority to execute and deliver documents on behalf of Client where execution is ministerial and consistent with these Instructions.
Authority to make payments from funds provided by Client for Costs and third-party charges.
Authority to negotiate and enter into settlement agreements subject to Client's prior written approval for any material economic term.

4. CONDITIONS PRECEDENT

Recipient's obligations are subject to receipt of any required retainer or advance, execution of these Instructions by both parties, and Client's provision of necessary documents, funds and information. Recipient may decline to act until such conditions are satisfied.

5. FEES, COSTS AND PAYMENT

Client agrees to pay Recipient's fees and Costs in accordance with the payment arrangement indicated below. Recipient shall provide periodic statements setting forth services rendered, hours, fees, and Costs.

6. RECORDS, REPORTING AND RETENTION

Recipient shall maintain records of Actions taken and Costs incurred and shall make such records available to Client upon reasonable request. Unless otherwise agreed in writing, Recipient may retain copies of executed documents and work product in accordance with its document retention practices.

7. CONFIDENTIALITY AND PRIVILEGE

All communications and materials exchanged in the course of performing the Actions shall be treated as Confidential Information. Recipient shall preserve confidentiality and, where applicable, attorney-client privilege. Recipient may disclose Confidential Information only to employees, agents or consultants reasonably necessary to perform the Actions and who are subject to confidentiality obligations.

8. INDEMNITY AND LIMITATION OF LIABILITY

Client shall indemnify and hold Recipient harmless from and against any losses, claims, liabilities or expenses (including reasonable attorneys' fees) arising from Client's breach of these Instructions or from actions taken by Recipient in good faith and within the scope of authority granted. Recipient's liability for negligence or willful misconduct shall not be limited by this Section.

9. TERMINATION

Either party may terminate these Instructions upon written notice to the other party. Termination shall not relieve Client of its obligation to pay for services performed and Costs incurred prior to termination. Upon termination, Recipient shall deliver to Client all original documents and a final accounting.

10. NOTICES

All notices, requests, consents and other communications required or permitted under these Instructions must be in writing and shall be given to the addresses set forth below or to such other address as either party may designate by notice to the other.

11. AMENDMENT AND WAIVER

These Instructions may be amended or modified only by a writing signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

These Instructions shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles. These Instructions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior oral or written understandings. If any provision of these Instructions is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS AND EXECUTION

These Instructions may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by facsimile or electronic image shall be deemed original signatures for all purposes.

14. ACCEPTANCE

Recipient acknowledges receipt of these Instructions and accepts the authority and obligations described herein. Recipient confirms that it is authorized to perform the Actions and will act in good faith and in accordance with applicable law.

Sign Now