Legal Bad Actor Questionnaire

LEGAL BAD ACTOR QUESTIONNAIRE

This Legal Bad Actor Questionnaire (the "Questionnaire") is delivered as of by and between Respondent Name: (the "Respondent"), an entity organized as under the laws of , and Requestor Name: (the "Requestor").

RECITALS

WHEREAS, Requestor requires certain representations and disclosures from Respondent regarding prior convictions, debarments, suspensions, judgments, regulatory sanctions, bankruptcy, or other events that could constitute a "Bad Actor" condition for the purposes of evaluating participation in contracts, financings or regulated transactions; and

WHEREAS, Respondent is willing to provide the representations, disclosures and certifications set forth herein to enable Requestor to assess Respondent's eligibility and compliance with applicable standards; and

WHEREAS, the parties intend that Requestor may rely upon the truthfulness and completeness of Respondent's responses in determining its contractual and regulatory obligations.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Definitions

For purposes of this Questionnaire, "Bad Actor" means any event, determination, or adverse action by a governmental authority, regulatory body, court, administrative tribunal, or contracting authority that, in the reasonable judgment of Requestor, raises material concerns regarding Respondent's integrity, fitness or eligibility to participate in transactions, including without limitation: (a) felony or misdemeanor convictions involving fraud, dishonesty, breach of trust or money laundering; (b) debarment, suspension, or ineligibility determinations by federal, state or other public agencies; (c) material civil judgments, injunctions or orders relating to fraud or securities violations; (d) material regulatory sanctions, fines or enforcement actions; and (e) unresolved bankruptcies, receiverships, or insolvency proceedings that impair Respondent's ability to perform.

2. Questionnaire Responses

Respondent shall answer the following items fully and attach supporting documentation where applicable. For each item, mark the appropriate box and provide an explanation for any affirmative response.

2.1 Conviction or Criminal Proceeding: Within the past ten (10) years, has the Respondent or any of its principals been convicted of, or pleaded guilty or nolo contendere to, any felony or misdemeanor involving fraud, theft, dishonesty, breach of trust, or money laundering? Yes No

2.2 Debarment, Suspension or Ineligibility: Is the Respondent or any principal currently debarred, suspended, or otherwise declared ineligible to participate in contracting or procurement by any governmental or quasi-governmental authority? Yes No

2.3 Civil or Administrative Adverse Actions: Within the past seven (7) years, has the Respondent or any principal been subject to any civil judgment, order, consent decree, enforcement action, or regulatory sanction relating to securities, fraud, corruption, bribery, or similar misconduct? Yes No

2.4 Insolvency or Bankruptcy: Has the Respondent filed for bankruptcy or been subject to receivership, insolvency proceedings, or a material voluntary or involuntary liquidation in the past ten (10) years? Yes No

3. Disclosure Attachments and Additional Information

3.1 Attachments: Respondent shall attach true and complete copies of judgments, orders, debarment notices, settlement agreements, plea agreements, or other documents referenced in any affirmative response. Describe attachments below and attach additional pages as necessary.

4. Representations and Warranties

Respondent represents and warrants to Requestor that the responses provided in this Questionnaire and any attached documents are true, complete and correct as of the date signed. Respondent acknowledges that Requestor will rely upon these representations in determining eligibility, contracting decisions, and compliance actions.

5. Remedies; Indemnity

In the event any representation or disclosure is later discovered to be materially false or misleading, Respondent shall be liable for all direct losses, costs, fines, penalties and reasonable attorneys' fees sustained by Requestor arising from such inaccurate representations. Requestor may, in its sole discretion, suspend performance, terminate any agreements, or take such other corrective measures as permitted by law or contract.

6. Confidentiality

Information provided in this Questionnaire will be treated as confidential by Requestor to the extent permitted by applicable law; provided, however, that Requestor may disclose information to its advisors, auditors, regulatory authorities, or as required by compulsory process. Such disclosures shall not be deemed a breach of confidentiality hereunder.

7. Notices

Notices under this Questionnaire shall be in writing and delivered to the addresses set forth below (or to such other address as a party designates by written notice).

8. Amendments; Waiver; Counterparts

Any amendment or waiver of this Questionnaire must be in writing and signed by both parties. Failure to exercise any right or remedy shall not constitute a waiver of that right. This Questionnaire may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument.

9. Governing Law; Entire Agreement; Severability

Governing Law: This Questionnaire shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles.

Entire Agreement: This Questionnaire, together with all attachments and disclosures delivered herewith, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior oral or written statements and understandings.

Severability: If any provision of this Questionnaire is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect.

10. Certification

The undersigned certifies, under penalty of perjury and to the best of his or her knowledge and belief, that the foregoing statements and the attached documentation are true, complete and correct, and that the person signing below is authorized to make the foregoing representations on behalf of the Respondent.

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