Legal Anti-Bribery Commitment

LEGAL ANTI-BRIBERY COMMITMENT

This Legal Anti-Bribery Commitment (the "Commitment") is made and entered into as of , by and between Party A: with principal address at , and Party B: with principal address at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties engage in commercial activities that may involve governmental and private third-party interactions, and each Party seeks to prevent bribery, corruption and improper payments in connection with their respective businesses;

WHEREAS, each Party has adopted written policies prohibiting bribery, improper payments and corrupt practices, and wishes to set forth mutual commitments and procedures to ensure compliance with applicable anti-bribery and anti-corruption laws and regulations;

WHEREAS, the Parties desire to document certain specific commitments, reporting mechanisms and audit rights to mitigate bribery risks in connection with their relationship;

NOW THEREFORE

In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Commitment: (a) "Bribe" means any offer, payment, promise, gift, or other advantage given, offered or authorized to induce or influence any act or omission in violation of law or to obtain or retain business improperly; and (b) "Applicable Anti-Bribery Laws" means all laws, regulations and binding rules applicable to each Party that prohibit bribery, corruption, extortion, kickbacks, or other improper payments, including laws of jurisdictions in which the Parties operate.

2. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that, as of the Effective Date:

(a) it has corporate power and authority to enter into and perform this Commitment; and

(b) to the best of its knowledge, it has not engaged in conduct that would reasonably be expected to result in a material violation of Applicable Anti-Bribery Laws in connection with matters covered by this Commitment.

3. ANTI-BRIBERY COMMITMENTS

Each Party shall:

(a) comply with Applicable Anti-Bribery Laws in all respects and not directly or indirectly authorize, approve, solicit, offer, promise, or give any Bribe to any person or entity for the purpose of obtaining or retaining business or securing any improper advantage;

(b) maintain accurate books and records that fairly and accurately reflect transactions and dispositions of assets, in sufficient detail to provide a clear audit trail and to demonstrate compliance with this Commitment;

4. PROHIBITED CONDUCT

Without limiting the foregoing, each Party shall not, directly or indirectly, make any facilitation payments, payments to agents or intermediaries when there is reason to believe the payment will be used for bribery, or any other payment that would breach Applicable Anti-Bribery Laws. Each Party shall exercise reasonable due diligence in the selection and retention of third-party agents, consultants or joint venture partners whose activities relate to the Parties' dealings.

5. REPORTING AND INVESTIGATION

Each Party shall promptly report to the other any credible allegation, complaint, or reasonable suspicion of a breach of this Commitment or Applicable Anti-Bribery Laws that relates to the activities of the Parties. Reports shall be made to the other Party's Compliance Officer identified below. The receiving Party shall investigate allegations in a timely and thorough manner and shall share the material results of such investigations to the extent permitted by law and necessary to protect the Parties' interests.

6. RECORDKEEPING AND AUDIT RIGHTS

Each Party shall retain for a minimum of five (5) years all records relevant to transactions governed by this Commitment and shall, upon reasonable prior notice, permit the other Party (or a mutually agreed independent auditor) to conduct audits relating to compliance with this Commitment. Audits shall be conducted during normal business hours and in a manner that seeks to minimize disruption to the audited Party's operations.

7. TRAINING AND POLICIES

Each Party shall maintain policies, controls and training reasonably designed to prevent and detect bribery and to ensure compliance with Applicable Anti-Bribery Laws. Parties shall make available upon request a summary description of such policies and training programs to the other Party.

8. COOPERATION AND REMEDIAL ACTION

If a Party determines, or is notified of, a violation of this Commitment, that Party shall take prompt corrective action, which may include termination of contracts with implicated third parties, remediation of control deficiencies, and cooperation with governmental investigations. The Parties agree to provide reasonable cooperation to each other in connection with any internal or external investigation relating to alleged bribery or corruption.

9. REMEDIES AND TERMINATION

A material breach of this Commitment by a Party shall entitle the non-breaching Party to seek all available remedies at law or in equity, including termination of business arrangements, withholding of payments, specific performance, and damages. Termination rights shall be in addition to any reporting obligations required by law and shall not limit a Party's right to seek injunctive relief.

10. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any loss, liability, damage, fine or expense (including reasonable attorneys' fees) arising from that Party's breach of this Commitment or from its violation of Applicable Anti-Bribery Laws in connection with the matters covered by this Commitment.

11. CONFIDENTIALITY

Information shared pursuant to this Commitment, including investigation findings and remediation activities, shall be treated as confidential and may only be disclosed to the extent required by law, regulation or valid order of a government authority or as necessary for enforcement, audit, or legal defense; provided that the disclosing Party uses commercially reasonable efforts to notify the other Party prior to making any compelled disclosure.

12. NOTICES

All notices required or permitted under this Commitment shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by written notice to the other Party in accordance with this section.

13. AMENDMENT; WAIVER; COUNTERPARTS

This Commitment may be amended only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party against whom enforcement is sought. This Commitment 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.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Commitment shall be governed by and construed in accordance with the laws of the jurisdiction indicated below without regard to choice-of-law principles that would result in the application of the laws of another jurisdiction.

If any provision of this Commitment is held to be invalid, illegal or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect. This Commitment constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and communications, whether written or oral, relating thereto.

15. MISCELLANEOUS

The Parties acknowledge that monetary damages may be inadequate to remedy a breach of this Commitment and that the non-breaching Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies at law or in equity.

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