Legal CEO Disclosure Form

Legal CEO Disclosure Form

This Legal CEO Disclosure Form (the "Form") is executed as of by and between Company Name: organized under Jurisdiction: (the "Company"), and Chief Executive Officer: (the "CEO"). The Company and the CEO are hereinafter collectively referred to as the "Parties."

RECITALS

WHEREAS, the Company requires that its Chief Executive Officer make full written disclosure of any financial interests, relationships, transactions or circumstances that could reasonably be expected to create a conflict of interest or be material to the Company’s financial position, governance or compliance with applicable law; and

WHEREAS, the CEO acknowledges a continuing obligation to disclose promptly any new or changed matters described herein and to provide supporting documentation upon the Company's reasonable request; and

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

1. DEFINITIONS

For purposes of this Form, the following terms shall have the meanings set forth below: "Affiliate" means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party. "Disclosure" means any information, transaction, interest or relationship required to be reported under Section 2. "Material Interest" means an interest that a reasonable person would consider likely to influence the actions or decisions of the CEO in the performance of duties to the Company.

2. DISCLOSURE OBLIGATIONS

The CEO shall disclose in writing all of the following categories of information that exist as of the date of this Form or that arise thereafter during the CEO's engagement with the Company:

(a) Related-party transactions: any transaction, agreement or arrangement between the CEO (or an immediate family member or Affiliate of the CEO) and the Company, including but not limited to sales, purchases, leases, loans, guaranties and consulting arrangements.

(b) Equity holdings and securities interests: any direct or indirect ownership of, or economic exposure to, equity, options, convertible instruments or similar securities of the Company or any competitor, supplier or customer where the holding is material to the CEO.

(c) Loans, gifts and personal guarantees: any loans, gifts, advances, personal guarantees, or other financial accommodations involving the CEO and the Company or any related persons.

(d) Litigation, criminal matters and regulatory inquiries: any pending or threatened litigation, administrative proceedings, criminal charges, indictments, convictions or regulatory investigations involving the CEO.

(e) Outside employment, board positions and business activities: any position, employment, directorship or material consulting engagement with any other entity that may compete with or materially affect the CEO’s duties to the Company.

(f) Bankruptcy or insolvency events: any personal or corporate bankruptcy filings, insolvency proceedings, or material financial distress affecting the CEO or an Affiliate.

(g) Other material interests: any other facts, relationships or circumstances that could reasonably be expected to create a conflict of interest or influence the CEO’s judgment.

No reportable items exist as of the date of this Form.

3. TIMING AND CONTINUING DUTY

The CEO shall provide the initial disclosures required by Section 2 upon execution of this Form and shall update such disclosures promptly, and in any event within days after the CEO becomes aware of any new or changed information. The duty to disclose is continuing during the CEO’s tenure and for a reasonable period thereafter to the extent necessary to address post-tenure matters related to decisions made while serving as CEO.

4. CONFIDENTIALITY AND USE

The Company will treat disclosed information as confidential and will limit access to senior officers, legal counsel, auditors, and such members of the board or committees as the Company deems necessary to evaluate or address the disclosed matters. Notwithstanding the foregoing, the Company may disclose any information if required by applicable law, regulation or a validly issued subpoena or similar legal process; provided that the Company will use commercially reasonable efforts to give the CEO prompt notice of such requirement where permitted.

5. REPRESENTATIONS AND CERTIFICATIONS

The CEO represents and warrants that the information provided in this Form is true, complete and correct to the best of the CEO's knowledge as of the date hereof. The CEO understands that material omission or misstatement in this Form may constitute grounds for disciplinary action, up to and including termination for cause, and may expose the CEO to civil liability or criminal penalties where applicable.

The CEO further authorizes the Company to verify any information provided and to obtain additional information reasonably necessary to evaluate any disclosed matters.

6. REMEDIES

In addition to other remedies available at law or equity, the Company may in its discretion require mitigation measures, recuse the CEO from specified decisions, unwind certain transactions, or take other actions reasonably necessary to address the disclosed conflict. Any material breach of the disclosure obligations shall be deemed a material breach of the CEO’s duties to the Company.

7. NOTICES

8. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Form shall be governed by and construed in accordance with the substantive laws of the jurisdiction of the Company's organization without regard to principles of conflicts of laws. This Form constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings, oral or written, concerning such subject matter. If any provision of this Form is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

9. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Form will be effective unless in writing and signed by both Parties. Waiver of any breach or default will not be deemed a waiver of any subsequent breach or default. This Form may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

10. CERTIFICATION

By signing below, the CEO certifies under penalty of perjury that the information provided in this Form is true, complete and accurate to the best of the CEO's knowledge, and acknowledges the continuing duty to update disclosures as required herein.

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