Professional Power of Attorney Form

PROFESSIONAL POWER OF ATTORNEY

Principal Name: of Principal Address: ("Principal") hereby appoints Attorney-in-Fact Name: of Attorney-in-Fact Address: ("Agent") to act as set forth herein effective as of .

RECITALS

WHEREAS, Principal is engaged in a professional practice or operates professional services and requires an authorized representative to act in matters related to the operation, management, and legal affairs of that practice; and

WHEREAS, Principal desires to grant a limited but durable authority to Agent to perform specified professional acts on Principal’s behalf, subject to the terms, limitations, and fiduciary duties set forth in this instrument; and

WHEREAS, Agent has consented to act as attorney-in-fact under the terms contained herein.

NOW, THEREFORE, in consideration of the foregoing recitals and the covenants contained herein, Principal grants and appoints Agent the authority set forth in this Power of Attorney, under the following terms.

1. APPOINTMENT AND GENERAL GRANT OF AUTHORITY

Principal hereby appoints Agent as Principal’s true and lawful attorney-in-fact for professional matters and grants Agent full power and authority to perform on behalf of Principal all acts that Principal could lawfully perform with respect to the professional practice, including but not limited to the specific authorities listed below. All powers granted are to be exercised in Principal’s name, place and stead, and with all the same force and effect as if performed by Principal.

Select the specific authorities granted to Agent (check each authority granted):

Execute, amend and terminate professional contracts and engagement letters on Principal’s behalf

Access, manage and transfer client records, case files, and professional work product consistent with applicable confidentiality and professional obligations

Invoice, collect, receive and endorse payments for fees and accounts receivable; open, access and manage depository or escrow accounts used in the practice to the extent necessary to collect and disburse professional receipts

Represent Principal before professional licensing boards, regulatory authorities, and peer review bodies, including filing and responding to complaints or applications

Hire, engage, supervise and terminate employees, independent contractors and consultants performing professional services for Principal

Sign, seal, deliver and record documents, including instruments, correspondence, settlement agreements, releases, and closing documents necessary for the conduct of the professional practice

2. LIMITATIONS AND EXCLUSIONS

Notwithstanding any provision herein, Agent shall not have authority to: (a) make, amend or revoke Principal’s testamentary dispositions; (b) make health-care decisions or give or withhold consent for medical treatment; (c) create or change beneficiary designations on Principal’s personal estate planning documents except as expressly authorized in writing below; or (d) take any action that would violate applicable laws, professional rules of conduct, or regulations governing Principal’s profession.

Any authority granted by this Power which is inconsistent with duties imposed by professional ethical rules is limited by those rules. Agent must not commingle Principal funds with Agent’s own funds and shall maintain accurate accounting records of receipts and disbursements relating to the practice.

3. EFFECTIVENESS; DURATION; REVOCATION

This Power of Attorney is effective as of the Effective Date set forth above and shall continue until revoked by Principal in a signed writing delivered to Agent, until termination in accordance with any express termination date below, or until Principal’s death, except as otherwise provided herein.

This Power shall be durable and shall not terminate upon Principal’s subsequent incapacity.

4. AGENT DUTIES; STANDARD OF CARE

Agent shall act loyally, in good faith and in Principal’s best interests, exercising reasonable care, skill and caution. Agent shall keep complete and accurate records of all transactions undertaken on Principal’s behalf and shall provide an accounting to Principal upon reasonable request or upon termination of this Power.

Agent shall avoid conflicts of interest and shall not use Agent’s position to obtain improper personal gain. If Agent acquires knowledge that a contemplated act may present a conflict or raise professional responsibility issues, Agent shall seek written guidance from Principal or decline to act.

5. COMPENSATION AND EXPENSES

Agent is entitled to reimbursement from Principal for reasonable expenses incurred in the performance of duties hereunder, provided that Agent maintains receipts and records for such expenses and furnishes them upon request.

6. THIRD-PARTY RELIANCE

Any person, including financial institutions, clients or regulators, may rely upon a copy of this Power of Attorney and any certification of its validity executed by Agent. Third parties are entitled to rely on the representations of Agent as to the authority granted until actual notice of revocation or termination is received in writing.

7. NOTICE

Notice is effective when delivered in person, when sent by nationally recognized overnight courier with tracking, or three business days after deposit in the United States mail, postage prepaid, to the addresses designated above.

8. REVOCATION

Principal reserves the right to revoke this Power of Attorney at any time by delivering a signed written revocation to Agent. Revocation is effective upon actual receipt by Agent or upon distribution of notice of revocation to third parties who have relied on this Power.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

This instrument constitutes the entire agreement between Principal and Agent with respect to the matters addressed herein and supersedes any prior powers of attorney executed for the same scope, except as expressly provided in a written instrument signed by Principal.

If any provision of this Power is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and be construed so as to effectuate the parties’ intent to the maximum extent permitted by law.

10. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment to this Power must be in writing signed by Principal. No waiver of any provision shall be effective unless in writing signed by the party waiving compliance. This Power may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

ADDITIONAL INSTRUCTIONS

PRINCIPAL CERTIFICATION

Principal certifies that Principal is of sound mind and legal capacity to execute this Power of Attorney, that Principal has read and understands the powers granted herein, and that Principal executes this instrument voluntarily and without undue influence.

Principal Signature:

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