Compliance Affidavit Form

COMPLIANCE AFFIDAVIT FORM

This Compliance Affidavit is executed on this date: by Affiant Name: , entity type: Individual Corporation LLC Other, with principal address: . Recipient/Obligee Name: , address: .

RECITALS

WHEREAS, Affiant has entered into or is seeking to enter into transactions or relationships with Recipient that require representations of compliance with applicable laws, regulations, and contractual obligations; and

WHEREAS, Recipient requires a formal affidavit from Affiant verifying that Affiant has complied, and will continue to comply, with specified legal, regulatory and contractual requirements relevant to the activities described in the Reference Agreement: .

WHEREAS, the parties desire to set forth the Affiant's compliance certifications, recordkeeping obligations, and remedies for material breach.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

For the purposes of this Affidavit, the following terms have the meanings set forth below. "Applicable Law" means all federal, state, local and foreign statutes, regulations, rules, ordinances, and binding judicial or administrative orders that are applicable to the matters addressed in this Affidavit. "Compliance Failure" means any material breach, violation, omission or failure to obtain or maintain any Permit or to comply with any Applicable Law that would reasonably be expected to impair Affiant's ability to perform its obligations under the Reference Agreement.

2. REPRESENTATIONS AND WARRANTIES OF AFFIANT

Affiant hereby represents and warrants to Recipient that, as of the date of this Affidavit and except as disclosed in the Disclosure Statement below, Affiant (a) is in compliance in all material respects with all Applicable Law relevant to the services or goods described in the Reference Agreement, (b) has obtained and maintains all material Permits, licenses and approvals required to perform its obligations, and (c) is not subject to any unresolved investigation, indictment or enforcement action that would materially impair performance.

Disclosure Statement (describe any exceptions, ongoing remedial actions, or pending filings):

3. COMPLIANCE OBLIGATIONS

Affiant covenants to: (a) continuously comply with all Applicable Law applicable to the activities governed by the Reference Agreement; (b) maintain in full force and effect all required Permits and certifications; (c) implement and maintain policies and procedures reasonably designed to prevent, detect and remediate violations of law, including but not limited to anti-corruption, export control, anti-money laundering, and data protection obligations; and (d) promptly notify Recipient in writing of any Compliance Failure.

Compliance categories affirmed (check all that apply): Anti-Corruption Export Controls Data Privacy Employment & Labor Environmental

4. CERTIFICATION AND AFFIDAVIT

Affiant certifies under penalty of perjury under the laws of the jurisdiction specified in Section 10 that the statements contained in this Affidavit are true, complete and correct to the best of Affiant's knowledge, information and belief. Affiant acknowledges that a material misrepresentation in this Affidavit shall constitute a material breach entitling Recipient to remedies available at law or in equity, including termination and indemnification.

5. RECORDKEEPING; ACCESS

Affiant shall retain, for a period of not less than five (5) years following the date of this Affidavit or such longer period as required by Applicable Law, complete and accurate records demonstrating compliance. Upon reasonable prior written notice, Affiant shall permit Recipient or its authorized representative to inspect and copy such records during normal business hours to verify compliance.

6. NOTICES

Affiant Notice Address

Recipient Notice Address

All notices shall be in writing and delivered by hand, nationally recognized courier, or certified mail and shall be effective upon receipt or refusal.

7. REMEDIES; INDEMNIFICATION

In the event of a proven Compliance Failure, Affiant shall, at its expense, promptly take all actions necessary to cure such failure. Affiant shall indemnify, defend and hold harmless Recipient and its officers, directors and employees from and against all losses, liabilities, damages, fines and expenses (including reasonable attorneys' fees) arising out of or resulting from Affiant's breach of any representation, warranty or covenant in this Affidavit.

8. GOVERNING LAW

This Affidavit shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to its conflicts of law principles.

9. ENTIRE AGREEMENT; SEVERABILITY

This Affidavit constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings and agreements, whether written or oral. If any provision of this Affidavit is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

10. AMENDMENTS; WAIVER; COUNTERPARTS

This Affidavit may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver. This Affidavit may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

11. ACKNOWLEDGMENT

Affiant acknowledges that Recipient will rely upon the certifications and representations contained herein, and that such reliance is a material inducement to Recipient's acceptance of this Affidavit and continuation of the parties' relationship.

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