Due Diligence Questionnaire

DUE DILIGENCE QUESTIONNAIRE

RECITALS

WHEREAS, Client Name: (the "Recipient") is evaluating a potential business transaction involving the Respondent; and

WHEREAS, Respondent Name: (the "Respondent") has agreed to provide information for the Recipient's assessment under the terms set forth herein; and

WHEREAS, the parties desire to memorialize the scope of the due diligence inquiry and the representations, certifications and procedures applicable to information provided by the Respondent.

RESPONDENT IDENTIFICATION

SCOPE OF DUE DILIGENCE

Describe the matters, documents and areas to be reviewed. The Respondent shall provide truthful, complete and accurate responses to the topics below and produce supporting documentation where indicated.

QUESTIONNAIRE: CORPORATE AND FINANCIAL

1. State of incorporation/organization:

2. Tax identification number (if applicable):

LEGAL, REGULATORY AND CONTRACTUAL

5. Are there any pending or threatened legal actions, claims or government investigations? Yes

6. Material contracts: indicate existence of any contracts that would materially affect value or operations (e.g., customer, supplier, loan, lease).

INTELLECTUAL PROPERTY AND DATA

7. Does the Respondent own or license intellectual property material to the business?

8. Data protection and privacy compliance: list applicable regimes and any notices/breaches within the last three years.

EMPLOYEES, INSURANCE AND COMPLIANCE

9. Insurance: indicate types and limits of material insurance policies (liability, professional, cyber).

REPRESENTATIONS AND CERTIFICATIONS

By submitting this questionnaire, the Respondent represents and warrants that the information provided is true, accurate and complete to the best of its knowledge as of the date of signature and that no material fact has been omitted that would render any response misleading.

The Respondent acknowledges that the Recipient may rely on the representations and that knowingly false statements or omissions may give rise to claims for damages or other remedies.

PAYMENT TERMS (IF APPLICABLE)

Fees payable to the Respondent (or Recipient if applicable) for services in connection with the due diligence review:

TERM & TERMINATION

This questionnaire and any obligations hereunder commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this engagement for convenience upon written notice to the other party delivered not less than Notice Period (days): days prior to the effective termination date. Termination does not relieve the Respondent of obligations to preserve confidentiality or to complete any required certified deliverables.

CONFIDENTIALITY

All non-public information disclosed by the Respondent to the Recipient in connection with this questionnaire shall be treated as Confidential Information. The Recipient shall use such information solely for the evaluation of the proposed transaction and shall not disclose it to any third party except to its advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this document. Confidential Information does not include information that is or becomes publicly available other than by a breach of this obligation.

The Recipient shall implement reasonable safeguards to protect Confidential Information and shall promptly notify the Respondent of any unauthorized use or disclosure.

GOVERNING LAW; ENTIRE AGREEMENT

This Questionnaire and any disputes arising out of or related to it shall be governed by the laws of Governing Jurisdiction: without regard to conflict of law principles.

This document constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings. Any modification must be in writing and signed by authorized representatives of both parties.

ADDITIONAL DISCLOSURES

CERTIFICATION

The undersigned authorized representative of the Respondent certifies under penalty of perjury that the foregoing responses and accompanying documents are true, complete and accurate to the best of the signatory's knowledge.

Certification acknowledged and agreed:

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