Use of Representative Agreement

USE OF REPRESENTATIVE AGREEMENT

This Use of Representative Agreement ("Agreement") is entered into as of by and between Principal Name: , whose principal address is (the "Principal"), and Representative Name: , whose principal address is (the "Representative").

RECITALS

WHEREAS, the Principal requires one or more persons to act on its behalf to perform certain tasks, transact specified matters, and receive notices on behalf of the Principal; and

WHEREAS, the Representative has represented that it has the experience, authority, and capacity to perform the duties described herein and agrees to accept such appointment subject to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the scope of the Representative's authority, duties, compensation, reporting obligations and other terms governing the relationship.

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

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Confidential Information" means non-public information disclosed by the Principal to the Representative that is designated as confidential or which a reasonable person would understand to be confidential. "Authority" means the powers granted to the Representative pursuant to Section 2.

2. APPOINTMENT AND SCOPE OF AUTHORITY

2.1 Appointment. The Principal hereby appoints the Representative as its representative and agent, and the Representative accepts such appointment, on the terms and conditions of this Agreement.

2.2 Scope of Authority. The Representative is authorized to perform the following acts on behalf of the Principal (check all that apply):

Receive notices, correspondence and service of process related to the Principal's matters.
Execute and deliver agreements, acknowledgments, and other instruments that are within the scope expressly delegated by the Principal.
Negotiate terms and enter into non-capital commitments on behalf of the Principal as expressly authorized in writing.
Inspect and request copies of records necessary to perform Representative duties.

2.3 Limitations. The Representative shall not, without the Principal's prior written consent, incur indebtedness, make payments in excess of authorized limits, convey or encumber real property, or take any action that would materially alter the Principal's legal or financial position.

3. TERM

This Agreement commences on the Effective Date set forth above and shall continue until terminated in accordance with Section 11. The parties may also specify an optional termination date: Termination Date:

4. REPRESENTATIVE DUTIES; STANDARD OF CARE

The Representative shall perform its duties in good faith, with the care an ordinarily prudent professional would exercise in similar circumstances, and in compliance with applicable law. The Representative shall promptly disclose to the Principal any matter that reasonably could be expected to materially affect the Principal's interests.

5. CONFIDENTIALITY

The Representative shall hold Confidential Information in strict confidence and shall not use or disclose such information except as necessary to perform its duties under this Agreement or as required by law. Upon request or upon termination, the Representative shall return or destroy Confidential Information as directed by the Principal.

6. COMPENSATION AND EXPENSES

6.1 Compensation. The Principal shall compensate the Representative as follows:

6.2 Expenses. The Principal shall reimburse the Representative for reasonable, documented out-of-pocket expenses incurred in performing duties under this Agreement, subject to any limits set by the Principal in writing.

7. RECORDS AND REPORTING

The Representative shall maintain accurate records of actions taken, documents executed, and expenses incurred on behalf of the Principal and shall furnish such records to the Principal upon request or at such regular intervals as the parties agree in writing.

8. CONFLICTS OF INTEREST

The Representative shall promptly disclose any actual or potential conflict of interest arising during the term of this Agreement. The parties shall endeavor to resolve conflicts in good faith; absent resolution, the Principal may terminate the Representative's appointment in accordance with Section 11.

9. INDEMNIFICATION

The Representative shall indemnify, defend and hold harmless the Principal from and against claims, liabilities, losses, damages and costs (including reasonable attorneys' fees) arising from the Representative's gross negligence, willful misconduct, or material breach of this Agreement. The Principal shall indemnify the Representative for liabilities resulting from the Principal's breach or misrepresentation hereunder.

10. LIMITATION OF LIABILITY

Except for liabilities arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, punitive or indirect damages, and the parties' aggregate liability under this Agreement shall be limited to direct damages not exceeding the fees paid to the Representative in the twelve (12) months preceding the claim.

11. TERMINATION

11.1 Termination for Convenience. Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

11.2 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice of the breach.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth below or such other address as a party may designate by notice:

13. AMENDMENTS

This Agreement may be amended, modified or supplemented only by a written instrument executed by authorized representatives of both parties.

14. WAIVER

The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

15. 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.

16. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the greatest extent possible, achieves the original intent of the parties.

18. COUNTERPARTS

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. Signatures delivered by electronic means shall be effective as originals.

19. MISCELLANEOUS

The parties acknowledge that the Representative acts as an independent contractor and not as an employee or partner of the Principal for any purpose. Nothing in this Agreement shall be construed to create a fiduciary relationship beyond that expressly set forth herein.

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