Compliance Attestation Form

COMPLIANCE ATTESTATION FORM

This Compliance Attestation Form (the "Attestation") is executed as of Effective Date: by and between Attesting Party: whose principal address is and Recipient Party: with principal address .

RECITALS

WHEREAS, the Attesting Party performs goods or services for the Recipient Party and, in connection therewith, has obligations to comply with applicable laws, regulations and contractual commitments governing business conduct and regulatory compliance;

WHEREAS, the Recipient Party requires a written, signed attestation of compliance from the Attesting Party to satisfy contractual, regulatory or internal risk-management requirements;

WHEREAS, the Attesting Party is willing to provide such an attestation and to disclose any material exceptions or remediation plans as set forth below;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Attestation, the parties agree as follows:

1. DEFINITIONS

For purposes of this Attestation, the following terms shall have the meanings set forth below: "Applicable Law" means all applicable federal, state, local and foreign laws, regulations, rules, and orders directed to the subject matter of this Attestation. "Compliance Program" means the Attesting Party's written policies, procedures and controls reasonably designed to promote compliance with Applicable Law and to detect and remediate violations thereof. "Exception" means any identified failure, deficiency or nonconformity with Applicable Law or the Compliance Program that is material to the Attesting Party's obligations.

2. ATTESTATION

The Attesting Party hereby certifies, represents and warrants to the Recipient Party that, as of the Effective Date specified above, and except as expressly and specifically disclosed in Section 2.3 below, the Attesting Party is in material compliance with the following categories (select all applicable categories for this attestation):

Anti-Bribery and Anti-Corruption laws (including prohibitions on improper payments or facilitation of payments)

Data Protection and Privacy requirements (including protection of personal data and breach notification obligations)

Export Controls and Trade Sanctions

Employment, Labor and Workplace Safety laws

Environmental and Health & Safety laws

Other material regulatory obligations (describe below)

2.1 SPECIFIC STATEMENT

The Attesting Party affirms that it has implemented a Compliance Program reasonably designed to ensure compliance with Applicable Law in the areas checked above and that, to the best of its knowledge after reasonable inquiry, it is not aware of any material violations of the checked categories except as disclosed below.

2.2 EXCEPTIONS

If any exception exists, the Attesting Party shall identify each Exception, the circumstances giving rise to it, the period(s) during which it occurred, and any corrective action taken or planned. If there are no Exceptions, enter "None" in the description field.

3. REMEDIAL ACTIONS AND TIMELINES

Where Exceptions are disclosed, the Attesting Party warrants that it will (a) implement remediation measures sufficient to correct the Exception; (b) provide a written remediation plan to the Recipient Party upon request; and (c) use commercially reasonable efforts to complete remediation within a commercially reasonable timeframe. Expected retention period for records evidencing remediation and compliance:

Retention Period:

4. AUDIT AND RECORDS

The Attesting Party shall maintain records necessary to demonstrate compliance with this Attestation and Applicable Law. Upon reasonable notice, the Recipient Party may, at its expense, request documentation or conduct an on-site review limited to verifying the statements made in this Attestation. Any such review shall be conducted during normal business hours, shall be subject to confidentiality protections set forth in Section 5, and shall be performed in a manner designed to minimize operational disruption.

5. CONFIDENTIALITY

The parties acknowledge that information exchanged under this Attestation, including identified Exceptions and remediation plans, may constitute Confidential Information. Each party shall protect such information with the same degree of care it affords its own confidential information, but in no event less than reasonable care. Disclosures required by law shall be handled in accordance with applicable legal requirements and subject to prior notice to the disclosing party where permitted.

6. REPRESENTATIONS AND WARRANTIES

The Attesting Party represents and warrants that: (a) it is duly organized and has authority to execute and deliver this Attestation; (b) the person signing this Attestation on behalf of the Attesting Party is authorized to do so; and (c) the facts set forth in this Attestation are true and correct as of the Effective Date, and no material facts have been omitted that would render the Attestation misleading.

7. INDEMNIFICATION

The Attesting Party shall indemnify, defend and hold harmless the Recipient Party from and against any and all losses, liabilities, damages, fines, penalties and expenses (including reasonable attorneys' fees) arising directly from a material breach of the representations or warranties set forth in this Attestation, except to the extent such losses arise from the Recipient Party's own gross negligence or willful misconduct.

8. NOTICES

Notices to Attesting Party:

Notices to Recipient Party:

9. AMENDMENTS; WAIVER

This Attestation may be amended or modified only by a written instrument signed by both parties. Failure by either party to enforce any right under this Attestation shall not constitute a waiver of that right unless set forth in a writing signed by the party granting the waiver.

10. GOVERNING LAW

This Attestation shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

11. ENTIRE AGREEMENT; SEVERABILITY

This Attestation constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the subject matter. If any provision of this Attestation is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

The parties acknowledge that this Attestation is executed voluntarily and that the signatories have the authority to bind their respective parties.

Sign Now