Power of Attorney Agreement

POWER OF ATTORNEY AGREEMENT

This Power of Attorney Agreement (the Agreement) is entered into on this by and between Principal Name: whose address is , and Agent Name: whose address is .

RECITALS

WHEREAS, Principal is of sound mind and legally competent to execute this Agreement and desires to appoint an agent to act on Principal's behalf with respect to certain matters described herein; and

WHEREAS, Agent is willing to accept the appointment and to act under the terms and conditions set forth in this Agreement; and

WHEREAS, Principal intends that this Power of Attorney be broad in scope and that Agent have all powers necessary to manage Principal's affairs to the full extent provided by applicable law, except as expressly limited herein.

N O W , T H E R E F O R E, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. APPOINTMENT

Principal hereby appoints Agent as Principal's true and lawful attorney-in-fact to act in Principal's name, place and stead in any way which Principal could do personally, subject to the limitations set forth in this Agreement. This appointment is a fiduciary appointment and shall impose upon Agent a duty to act loyally and in the best interests of Principal.

2. POWERS GRANTED

Agent is authorized to perform any and all acts with respect to Principal's property, personal and real, and affairs, including but not limited to the following categories. Selection of categories below indicates authorization; if none are selected, Agent shall have all powers described in this Section by default:

All powers reasonably necessary — Agent shall have full authority to manage, control, sell, encumber, lease, convey, invest and reinvest Principal's real and personal property, and to take any action necessary to preserve the value of Principal's estate.

Real Property — To acquire, lease, mortgage, sell, exchange, partition, and manage any interest in real property on terms Agent deems appropriate.

Personal Property and Assets — To sell, transfer, endorse, originate, or otherwise deal with bank accounts, securities, insurance, retirement accounts, and other personal property.

Banking and Financial Transactions — To open, close and operate accounts, sign checks, approve wire transfers, and engage professional advisors.

Tax Matters — To prepare, sign and file federal, state and local tax returns, to represent Principal before tax authorities, and to pay taxes and assessments from Principal's funds.

Business Interests — To operate, sell, or otherwise manage any business interest, including exercising rights of ownership and entering into contracts.

Legal Proceedings — To commence, defend, settle, or otherwise manage litigation or claims involving Principal.

Government Benefits — To apply for, maintain, and administer government benefits on behalf of Principal.

3. LIMITATIONS

The Agent shall not have authority to: (a) make or revoke Principal's will, (b) make gifts of Principal's property except as expressly authorized below, or (c) exercise any power that would violate a court order, statutory prohibition, or the explicit limitations set forth in this Agreement. Any exercise of power in a manner inconsistent with Principal's documented instructions shall be voidable by Principal.

4. DURABILITY

Durable Power of Attorney — If checked, this Power of Attorney shall not be affected by Principal's subsequent incapacity or disability and shall remain in full force and effect until revoked in accordance with Section 6. If not checked, this Power of Attorney shall terminate automatically upon Principal's incapacity.

5. EFFECTIVE DATE AND TERMINATION

This Agreement is effective as of the Effective Date specified above and shall continue until terminated by Principal's written revocation, resignation or incapacity (if not durable), or by operation of law. If this Agreement is springing upon incapacity, it shall become effective upon the certification in writing of Principal's attending physician or another qualified professional that Principal lacks capacity.

6. REVOCATION

Principal may revoke this Agreement at any time by providing written notice to Agent. Revocation shall be effective upon receipt by Agent, but shall not affect actions taken in good faith by third parties relying on the apparent authority of Agent prior to receipt of notice. Agent shall promptly notify third parties reasonably likely to rely upon Agent's authority of any revocation known to Agent.

7. RELIANCE BY THIRD PARTIES

Third parties may rely upon a copy of this Agreement or any certification of Agent's authority and are entitled to reasonable indemnity from Agent for any costs incurred in confirming Agent's authority. Agent's representations as to any matter within the scope of Agent's authority shall be binding on Principal to the same extent as if Principal had made the representation.

8. AGENT DUTIES; STANDARD OF CARE

Agent shall act in good faith, with prudence, and in Principal's best interests. Agent shall keep accurate records of receipts, expenditures and transactions made on behalf of Principal and shall make such records available to Principal or a designated representative upon reasonable request. Agent shall avoid conflicts of interest and shall disclose any material conflict in writing to Principal.

9. COMPENSATION AND EXPENSES

Agent shall be entitled to reimbursement for reasonable expenses incurred in carrying out duties hereunder. Compensation to Agent, if any, shall be:

No compensation; reimbursement only
Hourly or fixed compensation — If selected, amount and terms:

10. SUCCESSOR AGENT

Principal may designate a successor agent to serve if the original Agent is unable or unwilling to act. Successor Agent Name: Successor Agent Address:

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail, or courier to the addresses set forth below or to such other address as a party may designate by written notice.

12. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument signed by Principal. Waiver of any provision shall not be deemed a continuing waiver unless made in writing and signed by the waiving party.

13. INDEMNIFICATION

To the fullest extent permitted by law, Principal shall indemnify, defend and hold Agent harmless from and against any liability, loss, claim or expense (including reasonable attorneys' fees) arising from Agent's good faith performance of duties under this Agreement.

14. GOVERNING LAW

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

15. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

16. ENTIRE AGREEMENT; COUNTERPARTS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral. This Agreement may be executed in counterparts, each of which shall be deemed an original.

17. ACKNOWLEDGMENT

Principal affirms that Principal has read and fully understands this Agreement, that Principal is signing voluntarily and is aware of the nature and effect of granting the powers described herein. Agent accepts the appointment and agrees to act in accordance with the terms of this Agreement.

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