Compliance Adherence Statement

COMPLIANCE ADHERENCE STATEMENT

Recitals

WHEREAS, Certifying Party is engaged in activities, services, or operations that are subject to compliance obligations, regulatory requirements, internal policies, and contractual commitments as described herein;

WHEREAS, Recipient requires written assurance that Certifying Party will adhere to the specified compliance obligations and will maintain, monitor, and remediate compliance in accordance with applicable standards and this Statement; and

WHEREAS, the parties desire to set forth mutual understandings regarding the scope of compliance, reporting, payment for services (if any), term and termination, confidentiality, and governing law.

Scope of Work

Compliance Obligations and Representations

1. Certifying Party represents and warrants that it shall: (a) comply with all applicable laws, regulations, rules, licenses and permits relevant to the Scope of Work; (b) implement and maintain policies, procedures and controls reasonably designed to achieve and demonstrate compliance; and (c) promptly notify Recipient in writing of any material non-compliance, regulatory investigation, or enforcement action that may reasonably be expected to affect the Recipient’s interests.

2. Certifying Party shall maintain documentation sufficient to demonstrate compliance and shall provide reports, certifications, or evidence of remediation upon reasonable request as set forth in this Statement.

Payment Terms

Total Compensation for services performed under this Statement:

Payment Schedule:

Late Payment: If any undisputed amount due is not paid when due, a late fee of or the maximum lawful rate, whichever is less, shall accrue from the due date until paid. Remedies for non-payment include suspension of services after written notice and the right to recover collection costs and attorneys' fees.

Term and Termination

This Statement commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Statement for convenience upon written notice to the other party. Either party may terminate immediately for material breach that is not cured within 15 days of written notice of breach, or immediately for breaches involving fraud, willful misconduct, or material failure to comply with applicable law.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Statement that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes public through no wrongful act of the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information (but no less than reasonable care) and shall restrict access to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Required disclosures by law or order shall be accompanied by prompt notice to allow the disclosing party to seek protective relief.

Governing Law

This Statement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts of that state for disputes arising under this Statement.

Entire Agreement; Amendments

This Statement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment, modification or waiver of any provision of this Statement shall be effective unless in writing and signed by authorized representatives of both parties.

Certifications

By signing below, each signatory certifies that they are authorized to bind the party on whose behalf they sign, that the information provided in this Statement is true and accurate to the best of their knowledge, and that the party will perform its obligations in good faith and in accordance with all applicable legal and regulatory requirements.

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