INFORMED CONSENT AGREEMENT

THIS INFORMED CONSENT AGREEMENT (the “Agreement”) dated this _____ day of ______________________, XXX BETWEEN:

 

KKK

(hereinafter referred to as the “Company”)

  • AND –

[Insert Name of Trustee] of [Insert Address of Trustee]

(hereinafter referred to as the “Trustee”)

(individually referred to as the “Party” and collectively as the “Parties”)

BACKGROUND:

  1. The Trustee is aware that the Company does not allow fiduciaries to engage in self-dealing with the Company.
  2. The Trustee would like to engage in the acts specified in the attached Appendix which amount to self-dealing, and hereby seeks the Company’s consent.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the Parties to this Agreement agree as follows:

Commencement and Term

  1. This Agreement will commence on the _____ day of ________________, XXX (hereinafter referred to as the “Effective Date”).
  2. This Agreement will last for a period of _________________ from the Effective Date.
  3. The Parties have the freedom to extend this Agreement beyond the term stipulated above.

Grant of Consent

  1. The Company hereby grants the Trustee express written permission to perform the acts described in the attached Appendix.

Indemnity of Trustee

  1. The Company shall indemnify and hold harmless the Trustee from all claims, liabilities, losses, damages and expenses, including reasonable attorney’s fees and expenses incurred by the Trustee in connection with this Agreement, except as a result of the Trustee’s violation of this Agreement or its own bad faith, negligence or willful misconduct. This provision shall survive the termination of this Agreement.

 

Good Faith Cooperation

  1. Following the execution of this Agreement, each party shall deliver to the other such further information and documents and shall execute and deliver to the other such further instruments and agreements as the other party shall reasonably request to consummate or confirm the transactions provided for in this Agreement, to accomplish the purpose of this Agreement or to assure to the other party the benefits of this Agreement.

Non-Disclosure of Confidential Information

  1. The Parties agree to keep all confidential information absolutely confidential and protect its release to the public. The Parties agree not to divulge, reveal, report or use, for any purpose, any of the Confidential Information which was disclosed by any Party by virtue of this Agreement.
  2. The Parties agree and acknowledge that the confidential information is of a proprietary and confidential nature and that any disclosure of the confidential information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages, would cause irreparable injury to the injured Party, would gravely affect the effective and successful conduct of the injuring party’s business and goodwill, and would be a material breach of this Agreement.
  3. The obligations to ensure and protect the confidentiality of the confidential information imposed on the Parties to this Agreement and will continue until the termination of this Agreement.

 

Severability

  1. The Company and the Trustee acknowledge that this Agreement is reasonable, valid and enforceable. However, if any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the Parties’ intent that such provision be changed in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

 

Modification

  1. Any amendment or modification of this Agreement or additional obligation assumed by each party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorized representative of each party.

 

Governing Law

  1. This Agreement will be construed in accordance with and governed by the laws of the State of XXX

 

General Provisions

  1. Time is of the essence in this Agreement.
  2. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  3. No failure or delay by either Party to this Agreement in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
  4. The Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors, and assigns, as the case may be, of the Company and the Trustee.
  5. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
  6. This Agreement constitutes the entire agreement between the Parties and there are no further items or provisions, either oral or written. The Parties to this Agreement stipulate that neither of them has made any representations with respect to the subject matter of this Agreement except such representations as are specifically set forth in this Agreement.

The Parties have duly affixed their signatures under hand and seal this _____ day of __________________, XXX.

________________________________________                Date: ____________________

XXX

________________________________________                Date: ____________________

XXX

________________________________________                Date: ____________________

XXX

________________________________________                Date: ____________________

[Insert Name of Trustee], Trustee

APPENDIX A

The Trustee seeks the Company’s express consent to perform the following actions which amount to self-dealing in accordance with the terms of the foregoing Informed Consent Agreement:

1.

2.

3.

4.

5.

________________________________________                Date: ____________________

XXX

________________________________________                Date: ____________________

XXX

________________________________________                Date: ____________________

XXX

________________________________________                Date: ____________________

[Insert Name of Trustee], Trustee

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