Legal Anti-Lobbying Agreement

LEGAL ANTI-LOBBYING AGREEMENT

This Legal Anti-Lobbying Agreement ("Agreement") is made effective as of Effective Date: , by and between Company: , a party organized as Individual Corporation Other, with principal place of business at ; and Contractor: , a party organized as Individual Corporation Other, with principal place of business at .

RECITALS

WHEREAS, Company and Contractor are entering into contractual arrangements pursuant to which Contractor may receive payments, reimbursements, or other transfers of value that implicate prohibitions and certifications relating to lobbying and lobbying-related activities; and

WHEREAS, Company requires Contractor's express representation, warranty and covenant that no funds provided under any related agreement will be expended for lobbying or used to influence legislative or executive action in violation of applicable law or this Agreement; and

WHEREAS, the parties desire to set forth the Contractor's certifications, reporting obligations and remedies for breach regarding lobbying activities.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Lobbying" means any activity undertaken for the purpose of influencing or attempting to influence (a) the introduction, enactment, modification or defeat of legislation, (b) the awarding, modification or continuation of any government contract, grant, cooperative agreement or loan, or (c) any rulemaking, policy decision, or procurement by a governmental body, whether carried out directly or indirectly through agents, consultants, lobbyists, public relations firms, or other third parties.

1.2 "Funds" means any monies, credits, in-kind contributions, goods, services, or other economic benefits provided by Company to Contractor pursuant to any agreement between the parties.

2. CERTIFICATIONS AND REPRESENTATIONS

2.1 Contractor certifies, represents and warrants that, to the best of its knowledge and belief, no Funds have been paid, will be paid, or will be obligated to be paid by Contractor, on its behalf or by any third party on Contractor's behalf, to any person for influencing or attempting to influence any officer or employee of any government agency, member of a legislature, officer or employee of a legislature, or any government official in connection with obtaining, retaining, or modifying any contract, grant, or cooperative agreement.

2.2 Contractor further represents that it has not engaged any person or entity to lobby on its behalf in circumstances that would cause Contractor or Company to be in violation of applicable anti‑lobbying statutes, regulations, or the terms of this Agreement.

3. COVENANT NOT TO USE FUNDS FOR LOBBYING

3.1 Contractor covenants that it shall not, directly or indirectly, use any Funds for Lobbying. This covenant applies to lobbying at the federal, state, local or foreign level, and includes the direction of Funds to third parties for the purpose of lobbying.

3.2 Contractor shall obtain express written assurances from any subcontractor, consultant or other third party to whom Funds are provided that such third party shall not use Funds for Lobbying and shall comply with the terms of this Agreement. Contractor remains fully responsible for any breach by such third parties.

4. REPORTING AND DISCLOSURE

4.1 If, at any time during the Term, Contractor becomes aware of any actual, apparent or potential use of Funds for Lobbying or any failure of a third party to adhere to the covenants in Section 3, Contractor shall, within five (5) business days, provide written notice to Company describing the nature of the activity, the persons involved, the Funds implicated, and any corrective measures taken or proposed.

5. RECORDS, AUDIT AND INSPECTION

5.1 Contractor shall maintain complete and accurate records documenting the use of Funds, communications and contracts with any third party performing activities related to Funds, and any disclosures required under Section 4. Such records shall be retained for a period of years following final payment.

5.2 Upon reasonable notice, Company, or its authorized representative, shall have the right to inspect and audit Contractor's records related to Funds and compliance with this Agreement during normal business hours. Contractor shall cooperate in any such review and provide copies of requested records.

6. REMEDIES; SUSPENSION; TERMINATION

6.1 A material breach of the covenants or certifications contained in this Agreement, including any use of Funds for Lobbying, shall entitle Company to exercise any and all remedies available at law or in equity including, without limitation, suspension of disbursements, termination of agreements, recovery of disbursed Funds, withholding of future payments, and assertion of claims for damages.

6.2 Contractor acknowledges that repayment of Funds improperly used for Lobbying may be required, together with interest and any associated costs of collection.

7. INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Company and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Contractor's breach of this Agreement, any failure to comply with applicable anti‑lobbying laws, or any use of Funds for Lobbying.

8. COMPLIANCE WITH LAW

Contractor shall comply with all applicable federal, state and local statutes, regulations and executive orders governing Lobbying and reporting of Lobbying activity. Contractor shall provide such certifications, disclosures or other assurances as Company may reasonably require to demonstrate compliance.

9. NOTICES

9.1 All notices, requests, demands and other communications under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section. Notices shall be deemed given when delivered by hand, by nationally recognized overnight courier, or three (3) business days after deposit in the mail, postage prepaid, certified or registered mail.

10. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision shall not be construed as a waiver of any future right to enforce that provision.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located within that State for any dispute arising under this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

12.1 This Agreement, together with any related documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

12.2 If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the invalid provision shall be modified to the minimum extent necessary to render it valid and enforceable.

12.3 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 transmitted by electronic means shall be deemed original signatures for all purposes.

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