Legal Business Purpose Letter

Legal Business Purpose Letter

This Legal Business Purpose Letter (the "Letter") is made as of , by and between Client Name: with principal address at (hereinafter "Client"), and Recipient Name: with principal address at (hereinafter "Recipient").

RECITALS

WHEREAS, Client intends to provide information, documentation, or other materials to Recipient for the limited business purpose set forth in this Letter, including but not limited to evaluation, due diligence, transaction structuring, accounting, tax compliance, or other legitimate corporate purposes; and

WHEREAS, Recipient requires a written certification of the business purpose to demonstrate that use of such information and any related transfers will be consistent with applicable law and internal compliance policies; and

WHEREAS, the parties desire to memorialize the permitted uses, representations, recordkeeping obligations, and related terms to ensure adherence to legal and regulatory requirements.

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

1. Purpose

The purpose of this Letter is to state and confirm the specific business purpose for which Client is furnishing information or funds to Recipient and for which Recipient may use such information or funds. Recipient shall use all materials provided by Client solely for the business purpose described below and for no other purpose except as expressly permitted by this Letter.

2. Authorization and Use Restrictions

Recipient is authorized to use information, documentation, or funds provided by Client only to the extent necessary to accomplish the Specific Business Purpose. Recipient shall not use such materials for any personal, speculative, illegal, fraudulent, or tax-avoidance purpose. Recipient shall not transfer, sell, assign, or otherwise disclose Client materials to any third party except (i) to agents, contractors or advisors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those in this Letter, or (ii) as required by law or valid order of a court or governmental authority, subject to the notice provisions in Section 9.

Permitted ancillary activities (check all that apply):

Internal evaluation and decision-making
Compliance, audit, or regulatory reporting
Transaction negotiation and documentation

3. Representations and Warranties

Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) the person executing this Letter on its behalf is authorized to bind the party to the terms of this Letter; and (c) the acts contemplated by this Letter, and the use of any materials pursuant to this Letter, will not violate any applicable law, contractual obligation, or court order.

4. Compliance with Law

Recipient shall comply with all applicable laws, rules, and regulations in its use of Client materials, including anti-money laundering, sanctions, anti-corruption, and privacy laws. Recipient shall not use the materials in any manner that would cause Client to be in breach of any such legal obligation.

5. Confidentiality

All non-public materials and information provided by Client shall be treated as confidential by Recipient and shall not be disclosed except as permitted in Section 2. Recipient shall implement reasonable safeguards to protect such materials from unauthorized access or disclosure.

6. Recordkeeping and Audit

Recipient shall maintain complete and accurate records of the use and disclosure of Client materials in connection with the Specific Business Purpose and shall retain such records for a period of unless a longer period is required by law. Upon reasonable request, Client may audit Recipient's records solely to verify compliance with this Letter, subject to confidentiality protections.

7. Indemnification

Recipient shall indemnify, defend, and hold harmless Client and its affiliates and their respective officers, directors, employees, and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Recipient's breach of this Letter, misuse of Client materials, or violation of applicable law in connection with the Specific Business Purpose.

8. Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, or obligations under Section 7 (Indemnification), neither party shall be liable to the other for consequential, incidental, special, or punitive damages arising out of this Letter, even if advised of the possibility of such damages.

9. Notices

All notices, requests, demands and other communications under this Letter shall be in writing and shall be delivered to the contact information set forth below or to such other address as each party may specify in writing in accordance with this Section.

10. Amendments; Waiver; Counterparts

This Letter may be amended only by a written instrument executed by both parties. No waiver of any provision of this Letter shall be effective unless in writing and signed by the waiving party. This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. Governing Law; Entire Agreement; Severability

This Letter shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles. This Letter constitutes the entire agreement between the parties with respect to the Specific Business Purpose and supersedes all prior agreements, understandings and communications. If any provision of this Letter is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12. Certification

By executing this Letter, each signing party certifies, represents and warrants that the Specific Business Purpose described herein is a legitimate business purpose, that the party will use the materials only as permitted by this Letter, and that the party will comply with all applicable laws in connection with such use.

Client Certification: I certify the foregoing

Recipient Certification: I certify the foregoing

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