Business Integrity Document

BUSINESS INTEGRITY DOCUMENT

This Business Integrity Document (the "Document") is made and entered into as of the date of the last signature below by and between:

Company Name:

Counterparty Name:

Address for Notices:

RECITALS

WHEREAS, the Company and the Counterparty intend to engage in a business relationship that requires adherence to high standards of legal and ethical conduct, including but not limited to compliance with applicable anti-corruption, anti-bribery and conflict-of-interest laws and regulations; and

WHEREAS, the parties wish to set forth terms under which the Counterparty will perform services and certify integrity and compliance obligations to mitigate legal, financial and reputational risk to the Company; and

WHEREAS, the parties desire to record certain certifications, reporting obligations, and remedies related to breaches of integrity or law.

SCOPE OF WORK

INTEGRITY AND COMPLIANCE CERTIFICATIONS

The Counterparty represents, warrants and certifies that:

(a) It will comply with all applicable anti-corruption and anti-bribery laws and will not, directly or indirectly, offer, promise, give, authorize or accept any improper payment, gift or benefit to influence any decision related to the performance of this Document.

(b) To the best of its knowledge, there are no pending criminal investigations, enforcement actions, or material civil claims against the Counterparty relating to fraud, bribery, corruption, or other acts of dishonesty that would materially impair its performance.

(c) It will maintain accurate books and records related to transactions under this Document and will allow the Company to review and audit such records in accordance with the Audit and Inspection clause below.

PAYMENT TERMS

If any undisputed payment is not received within days after the due date, interest shall accrue at or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

This Document commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Document for convenience by providing days' prior written notice. The Company may terminate immediately upon written notice if the Counterparty materially breaches any integrity, compliance or confidentiality obligation and fails to cure within days after receipt of notice.

CONFIDENTIALITY

Each party shall maintain in strict confidence all Confidential Information disclosed by the other party, shall use such Confidential Information solely for the purposes of performing under this Document, and shall not disclose such information to any third party except to employees, agents or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that: (i) is or becomes publicly available other than through breach of this Document; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without reference to Confidential Information of the disclosing party.

AUDIT RIGHTS; RECORDS

The Company shall have the right, upon reasonable prior notice and during normal business hours, to inspect and audit relevant books, records and procedures of the Counterparty insofar as they relate to performance, compliance, billing, or integrity matters under this Document. The Counterparty shall retain records related to this Document for a period of at least years following final payment.

INDEMNIFICATION

The Counterparty shall indemnify, defend and hold harmless the Company and its officers, directors, employees and agents from and against any and all losses, claims, liabilities, costs and expenses (including reasonable attorneys' fees) arising from or relating to: (a) any material breach of this Document by the Counterparty; (b) any violation by the Counterparty of applicable anti-corruption or anti-bribery laws; and (c) any grossly negligent or willful acts or omissions of the Counterparty in connection with performance.

GOVERNING LAW; DISPUTE RESOLUTION

This Document shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any dispute arising out of or relating to this Document shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

ENTIRE AGREEMENT

This Document, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Document is held invalid or unenforceable, the remainder shall continue in full force and effect. The failure of either party to enforce any right shall not constitute a waiver of that right. The Counterparty shall not assign this Document without the Company's prior written consent, which consent shall not be unreasonably withheld.

Corporation    LLC    Sole Proprietor    Other:

REPORTING AND NOTICE OF VIOLATIONS

The Counterparty shall promptly notify the Company in writing upon becoming aware of any actual or suspected violation of the representations or obligations in this Document, including any conduct that could reasonably give rise to a governmental investigation or third-party claim. Notices required under this Document shall be delivered to the addresses provided above.

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