Legal Anti-Steering Document

LEGAL ANTI-STEERING DOCUMENT

This Legal Anti-Steering Document (the "Agreement") is entered into as of Effective Date: by and between Principal Name: (the "Principal") and Counterparty Name: (the "Counterparty"). Each of Principal and Counterparty is a "Party" and collectively the "Parties."

Recitals

WHEREAS, Principal and Counterparty engage in activities that involve recommending or arranging third-party products or services to covered clients, including but not limited to lending, insurance, investment advisory, title services, closing services, or other transactional services;

WHEREAS, the Parties desire to establish binding obligations to prohibit steering of Covered Clients to particular providers or products on the basis of undisclosed or improper remuneration, and to require disclosures and recordkeeping to ensure transparent client choice;

WHEREAS, the Parties intend that the Agreement protect client choice, prevent conflicts of interest arising from differential compensation, and provide remedies for breach;

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

1. Definitions

1.1 "Steering" means any act, communication, recommendation, suggestion, inducement, or omission by a Party that is reasonably likely to influence a Covered Client's selection of a third-party provider or product in favor of a provider or product that results in greater compensation, benefit, or advantage to the recommending Party or an affiliate, without full and contemporaneous disclosure as required by this Agreement.

1.2 "Covered Client" means any natural person or entity to whom a Party provides advisory, broker, origination, or placement services in the ordinary course of the Party's business under circumstances where the client would reasonably rely on the Party's recommendation.

1.3 "Compensation" means any fee, commission, rebate, finder’s fee, override, or other monetary or non-monetary benefit paid, credited, or otherwise conveyed to a Party or its affiliate by a third-party provider in connection with a client transaction.

2. Anti-Steering Covenant

2.1 Each Party covenants and agrees that it shall not engage in Steering. Without limiting the foregoing, a Party shall not (a) intentionally withhold material alternatives from a Covered Client; (b) knowingly misrepresent or omit material facts concerning compensation or the relative merits of available providers or products; (c) condition the availability of services on the client selecting a particular third party; or (d) create incentives for employees, agents, or affiliates that have the practical effect of favoring higher-compensating providers in client recommendations.

2.2 Each Party shall ensure that its employees, agents, subcontractors, and affiliates who interact with Covered Clients are trained on and bound by the anti-steering obligations in this Agreement.

3. Permitted Exceptions

3.1 Notwithstanding Section 2, Steering shall not be deemed to have occurred where a Party: (a) makes a non-coercive recommendation based solely on the Covered Client's stated preferences and objective suitability criteria; (b) discloses in writing any compensation arrangements and obtains the Covered Client's informed, written consent prior to recommendation; or (c) acts to protect the immediate safety, health, or legal interests of a Covered Client.

4. Disclosures and Recordkeeping

4.1 Each Party shall provide clear, conspicuous, and written disclosure to Covered Clients of any Compensation received from third parties that could reasonably be expected to influence a recommendation, prior to the client making a final decision. Disclosures shall identify the nature and amount (or method of calculation) of Compensation and the identity of the third-party payor.

4.2 Each Party shall maintain contemporaneous records evidencing disclosures, client selections, and amounts of Compensation for a period of from the date of the relevant transaction. Such records shall include logs of training provided and any written client consents.

5. Compensation; Limitations

5.1 No Party shall accept or retain any Compensation that is conditioned on the Party Steering Covered Clients in a manner inconsistent with this Agreement. If a Party receives Compensation that is not disclosed at the time of recommendation, the receiving Party shall, upon discovery, promptly disclose the Compensation to the affected Covered Client and offer remedies to mitigate any potential harm.

5.2 The Parties acknowledge that bona fide salary, wages, benefits, or other ordinary course employer payments and bona fide profit-sharing or equity interests that are not linked to specific client steering are not prohibited by this Section.

6. Representations and Warranties

6.1 Each Party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) its execution and performance will not violate any agreement with a third party; and (c) it shall comply with all applicable laws, rules, and regulations in performing its obligations under this Agreement.

7. Confidentiality

7.1 Subject to applicable law, each Party shall keep confidential the non-public terms of client transactions and any proprietary business information of the other Party disclosed in connection with this Agreement. This Section does not limit disclosures required by law or necessary to enforce this Agreement.

8. Term; Termination

8.1 This Agreement shall commence on the Effective Date and shall continue in effect for a term of unless earlier terminated as provided herein.

8.2 Either Party may terminate this Agreement upon thirty (30) days' prior written notice for convenience. In the event of a material breach by a Party, the non-breaching Party may terminate this Agreement immediately upon written notice if the breach is not cured within ten (10) days following written notification of the breach.

9. Remedies; Injunctive Relief

9.1 The Parties acknowledge that monetary damages may be inadequate to remedy a breach of the anti-steering obligations. Accordingly, in addition to any other remedies available at law or in equity, a non-breaching Party shall be entitled to seek injunctive or other equitable relief to prevent or remedy any actual or threatened breach.

10. Indemnification

10.1 Each Party shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents from and against all claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of that indemnifying Party's breach of this Agreement, gross negligence, or willful misconduct.

11. Notices

11.1 All notices, demands, and communications required or permitted under this Agreement shall be in writing and delivered to the addresses provided below or to such other address as a Party may designate by notice in accordance with this Section. Notice shall be effective upon personal delivery, three (3) business days after deposit with a nationally recognized overnight courier, or upon confirmed electronic delivery where supported by the recipient.

12. Amendments; Waiver; Counterparts

12.1 This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. The failure of a Party to enforce any term shall not be construed as a waiver of that term or any other term.

12.2 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 facsimile or electronic image shall be deemed original signatures for all purposes.

13. Governing Law; Entire Agreement; Severability

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the state or jurisdiction specified by the Parties:

13.2 Entire Agreement. This Agreement 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, concerning such subject matter.

13.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remainder of this Agreement shall continue in full force and effect.

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