Business Conflict Disclosure

BUSINESS CONFLICT DISCLOSURE

This Business Conflict Disclosure (the Agreement) is made as of by and between:

Disclosing Party:

Recipient Company:

WHEREAS

WHEREAS, Disclosing Party currently provides or will provide services or goods described herein to Recipient Company and the parties wish to identify and manage any existing or potential business conflicts that could affect such relationship;

WHEREAS, the parties desire to document known conflicts of interest, relationships, and material business activities of the Disclosing Party that may reasonably be expected to impair the Disclosing Party's impartiality or the Recipient Company's interests; and

WHEREAS, the parties intend this Agreement to establish disclosure protocols, mitigation measures, and contractual remedies to be applied in the event of unresolved conflicts.

DISCLOSURE OF CONFLICTS

The Disclosing Party discloses the following known or reasonably foreseeable conflicts and relationships. Check all that apply and provide a concise description for each checked item in the Disclosure Details below.

Financial interest in a competitor, vendor or partner
Familial or close personal relationship involving key personnel
Prior representation or engagement with a party adverse to Recipient Company
Concurrent employment or consulting with a related entity
Equity ownership or option holdings in related companies
Other (describe in Disclosure Details)

SCOPE OF WORK

The Disclosing Party will perform the services described below in accordance with the parties' separate engagement document. The following summarizes the principal scope of work to which this Disclosure relates.

PAYMENT TERMS

TERM AND TERMINATION

Commencement Date:   Termination Date:

Either party may terminate this Agreement for material breach that remains uncured after the notice period specified above. Termination does not relieve the Disclosing Party of obligations to mitigate conflicts already disclosed or to complete duties incurred prior to termination unless otherwise agreed in writing.

CONFIDENTIALITY

All information disclosed pursuant to this Agreement, including the existence and nature of any conflict, shall be treated as Confidential Information. The recipient of such information shall not disclose it to third parties except as required by law or as necessary for mitigation measures, and only if the recipient obtains appropriate assurances of confidentiality. The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, or longer where statutory or contractual duties require.

ONGOING DUTY TO DISCLOSE

The Disclosing Party acknowledges a continuing obligation to promptly disclose any additional conflicts or material changes to previously disclosed conflicts that arise during the term of the relationship. Failure to disclose material conflicts may result in contract remedies including termination, equitable relief, and indemnification.

Disclosing Party acknowledges ongoing duty to disclose subsequent conflicts

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.

ENTIRE AGREEMENT

This Agreement, together with any incorporated engagement letters and attachments, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior communications, whether oral or written. Any amendment must be in writing and executed by authorized representatives of both parties.

CERTIFICATION

The undersigned certifies that the information contained in this Disclosure is true, complete and accurate to the best of their knowledge as of the effective date above and that the Disclosing Party will promptly supplement this disclosure if material facts change.

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