Proof of Representation Agreement

PROOF OF REPRESENTATION AGREEMENT

This Proof of Representation Agreement (the Agreement) is made effective as of by and between Client Name: , whose address is , (Client), and Representative Name: , whose address is , (Representative). Client and Representative are sometimes referred to herein collectively as the Parties.

RECITALS

WHEREAS, Client seeks to engage Representative to act on behalf of Client in connection with the matter described as (the Matter); and

WHEREAS, Representative has the requisite authority, experience and capacity to represent Client and to provide third-party proof of such representation when reasonably necessary to accomplish the purposes set forth herein; and

WHEREAS, the Parties wish to set forth their respective rights, duties and authorization to present this Agreement and other documents as evidence of Representative's authority to act on behalf of Client.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the Parties agree as follows:

1. APPOINTMENT; SCOPE OF AUTHORITY

1.1 Appointment. Client hereby appoints Representative as Client's authorized representative with respect to the Matter. Representative accepts such appointment and agrees to act on Client's behalf within the terms of this Agreement.

1.2 Scope. Representative is authorized to take any lawful action reasonably necessary to represent Client in the Matter, including but not limited to: communicating with third parties, executing and delivering communications, submitting and receiving documents, negotiating on Client's behalf, and providing written or oral proof of representation to third parties. Specific limits on authority (if any) are described here:

2. PROOF OF REPRESENTATION

2.1 Authority to Provide Proof. Client expressly authorizes Representative to produce and rely upon this Agreement, and to provide copies or certified representations of this Agreement, as evidence of Representative's authority to act on Client's behalf in dealings with third parties.

2.2 Reliance by Third Parties. Any third party may rely upon written or oral statements made by Representative, provided such reliance is reasonable under the circumstances. Representative shall provide third parties with true and accurate copies of this Agreement upon request and may redact confidential financial information not necessary for proof of authority.

3. REPRESENTATIVE DUTIES

Representative shall act with reasonable skill, diligence and in good faith. Representative shall keep Client reasonably informed of significant developments and shall obtain Client's informed consent prior to taking any action that would materially alter Client's position or rights, except in emergency circumstances where immediate action is necessary to protect Client's interests.

4. CLIENT COOPERATION

Client shall provide Representative with all information, documents and instructions reasonably necessary for Representative to perform the services described in this Agreement. Client shall notify Representative promptly of any change in contact information or circumstances that affect the Matter.

5. CONFIDENTIALITY

Representative shall maintain in confidence all non-public information obtained from Client in connection with the Matter and shall not disclose such information except (a) as required by law or court order, (b) to perform the services authorized herein, or (c) with Client's prior written consent. If disclosure is compelled, Representative shall, where lawful, provide Client with prompt notice.

6. FEES, COSTS AND EXPENSES

6.1 Fees. Unless otherwise agreed in a separate fee agreement, Representative's fee arrangement for the Matter shall be:

6.2 Costs and Expenses. Client shall be responsible for all reasonable costs and out-of-pocket expenses incurred by Representative on Client's behalf, including filing fees, courier charges and third-party vendor fees, unless the Parties agree otherwise in writing.

7. INDEMNIFICATION

Client agrees to indemnify, defend and hold harmless Representative from and against any losses, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with Representative's good faith performance under this Agreement, except to the extent such losses result from Representative's gross negligence or willful misconduct.

8. TERM AND TERMINATION

8.1 Term. This Agreement shall commence on the Effective Date and shall continue until the earlier of completion of the Matter or termination by either Party in accordance with Section 8.2.

8.2 Termination. Either Party may terminate this Agreement upon providing ten (10) calendar days' written notice to the other Party. Termination shall not affect obligations accrued prior to termination, including payment of fees, costs and indemnity obligations.

9. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by prior written notice to the other Party.

10. RECORDS AND RETENTION

Representative shall maintain records relating to actions taken on behalf of Client and shall retain such records for a reasonable period. Upon request, Representative shall provide Client with copies of documents prepared or received in connection with the Matter, subject to Client's payment of reasonable reproduction costs.

11. MISCELLANEOUS

11.1 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.

11.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

11.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and such invalid, illegal or unenforceable provision shall be reformed only to the extent necessary to make it enforceable while preserving its intent.

11.4 Amendments and Waiver. No amendment to this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any breach shall be deemed a waiver of any other or subsequent breach.

11.5 Counterparts. This Agreement 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 electronic means shall be binding.

12. CERTIFICATION

Each Party represents and warrants that the person signing on its behalf is duly authorized to execute this Agreement and to bind that Party to its terms. Client further certifies that, to the best of Client's knowledge, the authority granted herein does not conflict with any other agreement or legal restriction applicable to Client.

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