Power of Attorney Form Questions

DOCUMENT CONTROL & IDENTIFICATION

Document Title: Master Professional Services Agreement: Power of Attorney Logic & Intake Systems Document ID: MPSA-POA-2024-INTEL-091 Effective Date: [Effective Date] Version: 2.0.1 (Institutional Grade) Governing Jurisdiction: State of [Governing State, e.g., Delaware]

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STATUTORY & LEGAL COMPLIANCE NOTICE

NOTICE TO PARTIES: This document is a legally binding contract governing the development and provision of legal intake frameworks, specifically "Power of Attorney" questioning logic and form-generation systems. This document does NOT constitute a Power of Attorney (POA) in itself. It is a Services Agreement. All parties are advised that Power of Attorney requirements vary significantly by jurisdiction (e.g., Uniform Power of Attorney Act (UPOAA) vs. California Probate Code). Execution of the deliverables produced under this Agreement must comply with specific state-level witnessing and notarization statutes to be enforceable.

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PARTIES & RECITALS

This Master Professional Services Agreement (the "Agreement") is entered into as of the Effective Date by and between:

THE SERVICE PROVIDER: [Consultant/Company Full Legal Name], a [Entity Type, e.g., Corporation] organized under the laws of [State of Incorporation], with its principal place of business at [Principal Address] (hereinafter "Provider").

THE CLIENT: [Client Full Legal Name], a [Entity Type, e.g., Limited Liability Company], with its principal place of business at [Principal Address] (hereinafter "Client").

RECITALS WHEREAS, Client requires specialized expertise in drafting, structuring, and architecting "Power of Attorney" intake questionnaires and logic-based legal form questions (the "Project"); WHEREAS, Provider possesses the requisite legal operations expertise and technical skill to design such instruments; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

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1. SCOPE OF SERVICES & ENGAGEMENT

Provider shall deliver a comprehensive "Power of Attorney Questionnaire Architecture" (the "Deliverables"). This includes, but is not limited to: 1.1 Intake Logic: Architecture of binary and open-ended questions designed to determine Principal capacity, Agent selection, successor Agent hierarchy, and specific granting of "Hot Powers" (e.g., gifting, changing beneficiary designations). 1.2 Jurisdictional Mapping: A matrix of statutory questions required for General Durable, Limited, and Healthcare Power of Attorney forms across [Target Jurisdictions]. 1.3 Risk Mitigation Questions: Explicit prompts regarding self-dealing, compensation of agents, and accountability/accounting requirements.

2. COMPENSATION & PAYMENT TERMS

2.1 Total Fee: Client shall pay Provider a total fixed fee of [Amount in USD] for the Deliverables. 2.2 Milestones:

• Deposit: 30% due upon execution.
• Draft Delivery: 40% due upon delivery of the "Questionnaire Framework."
• Final Delivery: 30% due upon final approval and transfer of files. 2.3 Invoicing & Late Interest: All invoices are payable NET 15. Any unpaid balances shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

3. TERM & TERMINATION

3.1 Term: This Agreement commences on the Effective Date and continues until the Deliverables are accepted or terminated. 3.2 Termination for Convenience: Either party may terminate this Agreement upon ten (10) days’ written notice. Client shall pay for all work performed up to the date of termination. 3.3 Termination for Breach: Either party may terminate for material breach if the breaching party fails to cure such breach within five (5) business days of receiving written notice.

4. INTELLECTUAL PROPERTY OWNERSHIP (WORK MADE FOR HIRE)

4.1 Work Product: Provider agrees that all "Power of Attorney" questions, logic flows, and documentation created under this Agreement are "work made for hire" as defined in 17 U.S.C. § 101. 4.2 Assignment: To the extent any Deliverable does not qualify as work made for hire, Provider hereby irrevocably assigns and transfers to Client all right, title, and interest in and to the Deliverables, including all copyrights and proprietary rights therein.

5. MUTUAL CONFIDENTIALITY & NON-DISCLOSURE

5.1 Definition: "Confidential Information" includes all non-public, proprietary information disclosed by either party, including the specific logic of the POA questioning system. 5.2 Obligations: Neither party shall disclose Confidential Information to any third party without prior written consent. This obligation survives the termination of this Agreement for a period of three (3) years.

6. REPRESENTATIONS & WARRANTIES

6.1 Professional Standard: Provider represents that the Services shall be performed in a professional, workmanlike manner consistent with industry standards. 6.2 No Legal Advice: PROVIDER IS NOT A LAW FIRM. Client acknowledges that the Deliverables are structural and logic-based templates and must be reviewed by Client’s own licensed legal counsel in each relevant jurisdiction prior to deployment to end-users.

7. LIMITATION OF LIABILITY & INDEMNIFICATION

7.1 Cap on Liability: In no event shall either party’s total liability exceed the total amount paid to Provider under this Agreement. 7.2 Indemnification: Client shall indemnify and hold Provider harmless from any third-party claims arising from Client's use of the "Power of Attorney" questions in a manner that constitutes the unauthorized practice of law or results in the failure of a POA document due to Client's failure to seek local legal review.

8. DISPUTE RESOLUTION & ARBITRATION

8.1 Good Faith Negotiation: Parties shall attempt to resolve disputes via executive-level negotiation for 14 days. 8.2 Binding Arbitration: Any unresolved dispute shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The venue shall be [City, State]. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

9. GOVERNING LAW & JURISDICTION

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

10. MISCELLANEOUS

10.1 Severability: If any provision is held unenforceable, the remainder of the Agreement remains in effect. 10.2 Entire Agreement: This document constitutes the entire agreement between the parties and supersedes all prior discussions. 10.3 Counterparts: This Agreement may be executed in counterparts, including electronic signatures (DocuSign/Adobe Sign).

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EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

FOR THE SERVICE PROVIDER: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR THE CLIENT: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Client Legal Name] Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Preparation of the Document

• Variable Completion: Open the document in Microsoft Word or Google Docs. Use the CTRL+F (Find) function to locate all bracketed text [...].
• Precision: Ensure the "Governing State" in Section 9 matches the state where the Client's primary operations or the Provider's primary operations are located.

2. Signatory Verification

• Authority: Ensure the individual signing for the Company holds the title of Director, VP, or higher, or has an express "Resolution of Authority" from the Board.
• Legal Name: Verify the legal entity name against the Secretary of State records (e.g., "XYZ, LLC" vs "XYZ, Inc.").

3. Digital Execution (Recommended)

• Upload: Upload the final PDF to DocuSign or Adobe Sign.
• Fields: Assign Signature, Date, and Printed Name fields to both the Provider and Client.
• Audit Trail: Download the "Certificate of Completion" or "Audit Log" provided by the e-signature platform. This is critical for proving the timestamp and IP address of the signatories.

4. Record Retention

• Storage: Store a fully executed PDF copy in a centralized Contract Management System (CMS) or a secure cloud directory (e.g., SharePoint/Drive).
• Deliverable Linking: Attach the final "Power of Attorney Questions" file to the executed contract record to ensure IP ownership is clearly linked to the specific output.