Insider Trading Agreement

INSIDER TRADING AGREEMENT

This Insider Trading Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Company Name: with principal address ("Company"), and Insider Name: of address ("Insider").

RECITALS

WHEREAS, the Company possesses material nonpublic information concerning its business, operations, financial results, or strategic plans that, if disclosed or used in connection with securities transactions, could violate applicable securities laws or expose the Company and persons acting on its behalf to liability;

WHEREAS, Insider, by virtue of employment, service, or relationship with the Company, may have access to material nonpublic information and the Company desires to impose restrictions and procedures designed to prevent insider trading or tipping and to ensure compliance with federal and state securities laws and Company policy;

WHEREAS, the parties wish to set forth in writing their mutual understanding regarding prohibited transactions, pre-clearance and reporting requirements, available defenses, and remedies for breach.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Insider" means the individual or entity identified above and any family members, fiduciaries, trusts, or entities controlled by such person or entity for whom that person or entity may be deemed to have investment discretion.

"Material Nonpublic Information" means information relating to the Company that a reasonable investor would consider important in making an investment decision and that has not been disseminated to the public in a manner reasonably designed to provide broad public availability.

"Pre-Clearance" means the written or electronic approval obtained from the Company's compliance officer prior to initiating any transaction covered by Section 3.

2. PROHIBITED CONDUCT

2.1 Insider acknowledges that while in possession of Material Nonpublic Information the Insider shall not, directly or indirectly: (a) buy or sell any securities of the Company; (b) recommend, encourage, or communicate the recommendation to buy or sell securities of the Company to any other person (tipping); or (c) exercise, accelerate, transfer, or otherwise effect any transaction in equity-based awards if the transaction would contravene applicable securities laws or Company policy.

2.2 Insider shall not assist, counsel, or cause any other person to engage in conduct that would violate this Agreement or applicable securities laws.

3. PRE-CLEARANCE AND TRADING WINDOWS

3.1 All transactions in the Company's securities by the Insider must be pre-cleared in writing or electronic communication by the Company's compliance officer prior to execution, except as expressly permitted under a valid trading plan adopted pursuant to Section 4. Pre-clearance will be granted only if the compliance officer determines, in the exercise of reasonable discretion, that the proposed transaction would not violate securities law or Company policy.

Compliance Officer: Contact Title: Contact Address:

3.2 The Company may, in its discretion, establish blackout periods and trading windows. The existence of a trading window does not eliminate the obligation of Insider to refrain from trading while in possession of Material Nonpublic Information.

4. TRADING PLANS (SECTION 10b5-1)

4.1 The Company permits adoption of written trading plans that comply with applicable law and established Company procedures. A trading plan may permit transactions during restricted periods only if adopted in good faith when the Insider was not in possession of Material Nonpublic Information and if the plan meets the criteria for an affirmative defense under applicable securities laws.

Yes No

5. REPORTING, NOTIFICATION AND RECORDS

5.1 Insider shall promptly notify the compliance officer of any transaction in the Company's securities by providing transaction details, including date, security, number of shares or units, price, broker, and account information, within three (3) business days of execution or such shorter period as required by law or Company policy.

6. CONFIDENTIALITY; USE OF INFORMATION

6.1 Insider shall treat all Material Nonpublic Information as strictly confidential and shall not disclose such information to any third party except to the extent required by law or with prior written authorization from the Company. Insider shall take reasonable measures to prevent unauthorized disclosure.

6.2 Insider shall use Material Nonpublic Information solely for the performance of duties to the Company and not for personal benefit or the benefit of others.

7. BREACH, REMEDIES AND COOPERATION

7.1 Breach of this Agreement shall constitute grounds for disciplinary action up to and including termination for cause, and may subject the Insider to civil and criminal penalties under applicable securities laws. The Company may seek injunctive relief, specific performance, damages, and recovery of any profits realized as a result of the breach.

7.2 Insider agrees to cooperate fully with any internal or governmental investigation relating to possible violations of securities laws or this Agreement, including providing documents and sworn testimony as requested.

8. INDEMNIFICATION

8.1 Insider shall indemnify and hold harmless the Company and its officers, directors and employees from any loss, cost, liability, or expense (including reasonable attorneys' fees) arising from any breach of this Agreement by the Insider, except to the extent such loss is attributable to the Company's willful misconduct or gross negligence.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, sent by certified mail (return receipt requested), or courier to the addresses set forth below or to such other address as either party may designate by written notice to the other.

10. MISCELLANEOUS

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict-of-laws principles.

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to reflect the parties' original intent as nearly as possible.

Amendments; Waiver: No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The waiver by either party of a breach of any provision shall not operate or be construed as a waiver of any subsequent breach.

Counterparts: This Agreement 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. Signatures delivered by electronic means shall be binding.

CERTIFICATIONS

By signing below, Insider certifies that Insider has read, understands, and agrees to comply with the terms of this Agreement and applicable Company policies and acknowledges that violation of this Agreement may subject Insider to disciplinary action and legal penalties. Insider further certifies that all information provided in connection with this Agreement is true and complete to the best of Insider's knowledge.

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