DURABLE FINANCIAL POWER OF ATTORNEY

State of Tennessee

[// GUIDANCE: This template is drafted for use under Tennessee law and is designed to comply with Tenn. Code Ann. § 34-6-101 et seq. (Uniform Durable Power of Attorney Act). Customize all bracketed items and review for specific client facts before execution.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
Schedule A – Statutory Notice to Principal
Schedule B – Important Information for Agent

I. DOCUMENT HEADER

1. Title & Parties
   This Durable Financial Power of Attorney (“Power” or “Agreement”) is executed by [PRINCIPAL LEGAL NAME], residing at [PRINCIPAL ADDRESS] (“Principal”), in favor of [AGENT LEGAL NAME], residing at [AGENT ADDRESS] (“Agent”).

2. Recitals
   A. Principal desires to confer authority upon Agent to manage Principal’s property and financial affairs.
   B. Principal intends this Power to be durable, meaning it shall remain in effect notwithstanding Principal’s subsequent incapacity.
   C. This Power is granted in consideration of Agent’s acceptance of fiduciary duties and is made pursuant to Tenn. Code Ann. § 34-6-101 et seq.

3. Effective Date
   This Power is effective on [EFFECTIVE DATE] (check one):
   ☐ Immediately upon execution
   ☐ Upon a written determination of incapacity by [NAME/TITLE OF DETERMINING PHYSICIAN(S)] (“Springing Power”)

4. Governing Law
   This Power and all acts taken hereunder shall be governed by the laws of the State of Tennessee without regard to conflict-of-laws principles.

II. DEFINITIONS

“Agent” – The individual(s) designated in Section I.1, together with any Successor Agent appointed under Section III.11.

“Assets Under Management” – All property, accounts, and contract rights actually controlled by Agent pursuant to this Power at the time the cause of action giving rise to liability accrues.

“Cap Amount” – The aggregate value of Assets Under Management as of the date damages are finally determined.

“Durable” – Having continuing effect notwithstanding Principal’s incapacity.

“Electronic Record” – An electronic sound, symbol, or process attached to or logically associated with this Power and executed or adopted by a person with intent to sign.

“Incapacity” – The inability of Principal to manage his or her property and business affairs because the Principal is: (a) impaired by reason of mental illness, mental deficiency, physical illness or disability, chronic use of drugs, chronic intoxication, or other cause; or (b) missing, detained, or outside the United States and unable to return.

“Third Party” – Any person or entity that in good faith accepts an acknowledged copy of this Power.

III. OPERATIVE PROVISIONS

1. Grant of General Authority
   Principal grants Agent authority to act for Principal in all matters relating to:
   a. Real property transactions
   b. Tangible personal property transactions
   c. Stocks and bonds
   d. Banking and financial institution transactions
   e. Business operations
   f. Insurance and annuities
   g. Estates, trusts, and beneficiary transactions
   h. Personal and family maintenance
   i. Tax matters
   j. Digital assets and electronic communications (to the fullest extent permitted by 15 U.S.C. § 7001 and Tenn. Code Ann. Title 47, Ch. 10)

2. Specific Powers
   Agent may, without limitation and except as restricted in Section III.4, perform all acts Principal could perform with respect to the subject categories above, including opening, modifying, and closing accounts; buying, selling, and encumbering property; and executing instruments.

3. Incorporation by Statutory Reference
   Each authority described in Tenn. Code Ann. § 34-6-109 is incorporated herein by reference and shall have the same meaning and scope as provided in the statute.

4. Special Instructions / Limitations
   [PLACEHOLDER – Insert any special limitations such as gifting caps, self-dealing prohibitions, or restrictions on real estate conveyances.]

5. Durability
   Pursuant to Tenn. Code Ann. § 34-6-102, this Power is durable and shall not be affected by Principal’s subsequent incapacity.

6. Revocability
   Principal may revoke this Power in whole or in part by:
   a. A written instrument signed by Principal and acknowledged before a notary public; or
   b. The destruction of all executed originals with intent to revoke.
   Revocation is effective upon delivery to Agent and, as to Third Parties, upon their actual notice.

7. Delegation
   Agent may not delegate authority except to a licensed professional (e.g., attorney, CPA, investment adviser) retained to assist in carrying out fiduciary duties, and then only under written agreement consistent with this Power.

8. Co-Agents
   ☐ Not Applicable
   ☐ Applicable; Agents to act: ☐ Jointly ☐ Severally ☐ Jointly & Severally (select one).

9. Successor Agents
   A. [SUCCESSOR AGENT #1 NAME]
   B. [SUCCESSOR AGENT #2 NAME] (if first Successor Agent is unable or unwilling to serve)

10. Nomination of Conservator or Guardian
    Principal nominates Agent (or, if unable to serve, the Successor Agent then serving) to act as conservator of Principal’s estate if a court proceeding becomes necessary.

11. Acceptance by Agent
    By signing in Section X, Agent accepts the appointment and acknowledges fiduciary duties under Tennessee law.

IV. REPRESENTATIONS & WARRANTIES

1. Principal represents and warrants that:
   a. Principal is of sound mind and of legal age to execute this Power.
   b. All assets subject to this Power are free of undisclosed liens or encumbrances.

2. Agent represents and warrants that:
   a. Agent is not disqualified by law from serving as a fiduciary for Principal.
   b. Agent will exercise powers only in the interest of Principal and within the scope granted.

3. Survival
   The representations and warranties of Agent survive acceptance and continue for the duration of Agent’s service.

V. COVENANTS & RESTRICTIONS

1. Fiduciary Standard
   Agent shall act: (i) in good faith; (ii) within the scope of authority; (iii) loyally for the benefit of Principal; and (iv) with the care, competence, and diligence ordinarily exercised by agents in similar circumstances.

2. Record-Keeping & Accountings
   Agent shall maintain contemporaneous records of all receipts, disbursements, and transactions. Upon written request by Principal, a court, or any Successor Agent, Agent shall provide an accounting within thirty (30) days.

3. Compliance with Law
   Agent shall comply with all applicable federal and state laws, including securities, tax, and privacy laws, and shall obtain and maintain any licenses reasonably required for actions taken on Principal’s behalf.

4. Notice of Material Events
   Agent shall notify Principal (or, if incapacitated, Successor Agent) within ten (10) days of any event materially affecting Principal’s assets, including litigation, governmental inquiries, or material default under any agreement.

5. Prohibited Acts
   Absent express written consent in Section III.4, Agent shall not:
   a. Make gifts to himself or herself;
   b. Change beneficiary designations in Agent’s favor;
   c. Create joint tenancies with Agent;
   d. Self-deal in any transaction with Principal.

VI. DEFAULT & REMEDIES

1. Events of Default
   The following constitute default by Agent:
   a. Breach of fiduciary duty;
   b. Willful misconduct or gross negligence;
   c. Misappropriation or commingling of assets;
   d. Failure to provide accounting within required time.

2. Notice & Cure
   Principal (or any interested person under Tenn. Code Ann. § 34-6-114) shall provide written notice specifying the default. Agent has fifteen (15) days to cure, except for misappropriation, which is incurable.

3. Graduated Remedies
   a. Temporary suspension of authority by written notice;
   b. Removal and replacement by Successor Agent;
   c. Application to the probate court for injunctive relief, restitution, or surcharge;
   d. Recovery of reasonable attorneys’ fees and costs incurred by Principal or Successor Agent in enforcing this Power.

VII. RISK ALLOCATION

1. Indemnification by Principal
   Principal shall indemnify and hold Agent harmless against any claim, loss, or expense arising from lawful acts performed within the scope of authority, except to the extent caused by Agent’s default under Section VI.

2. Indemnification by Agent
   Agent shall indemnify, defend, and hold harmless Principal from any loss or liability arising out of Agent’s breach of fiduciary duty, misconduct, or negligence.

3. Limitation of Liability
   Agent’s aggregate liability to Principal for money damages shall not exceed the Cap Amount, provided that this limitation does not apply to acts of fraud, intentional misconduct, or misappropriation.

4. Insurance
   [OPTIONAL] Agent shall maintain fiduciary liability insurance in a minimum amount of [COVERAGE AMOUNT], naming Principal as an additional insured.

5. Force Majeure
   Agent shall not be liable for failure to act during a force majeure event preventing reasonable performance, provided Agent resumes performance as soon as practicable.

VIII. DISPUTE RESOLUTION

1. Governing Law
   This Power is governed by Tennessee law and the state’s Uniform Durable Power of Attorney Act.

2. Forum Selection
   Exclusive venue for judicial proceedings shall lie in the probate court of [COUNTY] County, Tennessee.

3. Limited Arbitration
   a. Subject to subsection (b), any dispute between Principal (or Successor Agent) and Agent seeking solely monetary relief not exceeding $250,000 shall be resolved by binding arbitration under the Commercial Rules of the American Arbitration Association (“AAA”).
   b. Claims seeking injunctive, declaratory, or other fiduciary remedies shall be litigated exclusively in the probate court identified in Section VIII.2.

4. Limited Jury Waiver
   To the fullest extent permitted by law and for claims subject to court resolution, the parties knowingly waive trial by jury.

5. Injunctive Relief
   Nothing herein shall impair the probate court’s power to grant temporary, preliminary, or permanent injunctive relief to protect Principal’s interests.

IX. GENERAL PROVISIONS

1. Amendment
   Principal may amend this Power only by a written, acknowledged instrument referencing this document.

2. Revocation & Termination
   a. As provided in Section III.6.
   b. This Power terminates automatically upon: (i) Principal’s death; (ii) complete revocation; (iii) Agent’s resignation accepted by Principal or court; or (iv) judicial determination of invalidity.

3. Third-Party Reliance
   Any Third Party may rely on the notarial acknowledgement of this Power. A Third Party is not liable for accepting an acknowledged copy in good faith, nor for refusing to accept same if such refusal is in good faith.

4. Severability
   If any provision is held invalid, the remaining provisions shall remain in full force and effect.

5. Integration
   This Power constitutes the entire understanding between Principal and Agent regarding the subject matter and supersedes all prior durable financial powers of attorney executed by Principal, except as expressly preserved in writing.

6. Assignment & Delegation
   Rights and duties hereunder are personal and may not be assigned or delegated except as expressly permitted herein.

7. Counterparts; Electronic Signatures
   This Power may be executed in counterparts, each of which is deemed an original. Signatures may be affixed by electronic record in compliance with applicable law.

8. Recording
   For real-property transactions, Agent may record an acknowledged copy of this Power in the Register of Deeds office of any Tennessee county.

X. EXECUTION BLOCK

[// GUIDANCE: Tennessee requires the Principal’s signature to be acknowledged before a notary public. Witnesses are optional but recommended for evidentiary purposes.]

Principal:

[PRINCIPAL LEGAL NAME], Principal
Date: _______
Agent:

[AGENT LEGAL NAME], Agent
Date: _______
Successor Agent(s):

[SUCCESSOR AGENT #1 NAME], Successor Agent
Date: _______

[SUCCESSOR AGENT #2 NAME], Successor Agent
Date: _______

NOTARIAL ACKNOWLEDGMENT

State of Tennessee )
County of ____ )

On this ___ day of ____, 20__, before me, the undersigned notary public, personally appeared [PRINCIPAL LEGAL NAME], known to me (or satisfactorily proven) to be the person whose name is subscribed to this instrument, and acknowledged that he/she executed the same for the purposes therein contained.

Notary Public
My Commission Expires: __

Schedule A

STATUTORY NOTICE TO THE PRINCIPAL

(Required by Tenn. Code Ann. § 34-6-107)

YOU ARE ABOUT TO SIGN A DURABLE POWER OF ATTORNEY. …
[Insert the full statutory notice verbatim.]

Schedule B

IMPORTANT INFORMATION FOR AGENT

(Required by Tenn. Code Ann. § 34-6-108)

AGENT’S DUTIES — When you accept the authority granted under this power of attorney, you assume fiduciary and other legal responsibilities. …
[Insert the full statutory notice verbatim.]

[// GUIDANCE:
1. Insert the statutory text for Schedules A & B without modification.
2. Confirm that any gifting, compensation, or self-dealing authority is expressly provided in Section III.4 if desired.
3. For springing powers, attach the specific form of physician’s affidavit that will trigger effectiveness.
4. Review liability cap and arbitration thresholds with the client to ensure suitability.
5. File or record the POA where real property is involved, and provide copies to relevant financial institutions.]