Legal Code of Conduct

LEGAL CODE OF CONDUCT

This Legal Code of Conduct ("Code") is entered into as of by and between Company Name: , an entity organized as with principal place of business at and Company Name: , an entity organized as with principal place of business at . Each of the foregoing entities is referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties desire to establish uniform standards of ethical and lawful conduct applicable to officers, directors, employees, contractors and representatives of each Party; and

WHEREAS, the Parties recognize that maintenance of public trust, compliance with applicable laws, and effective risk management require written standards, training, reporting and enforcement mechanisms; and

WHEREAS, the Parties intend this Code to set minimum standards and to be implemented by each Party through policies, procedures and disciplinary mechanisms appropriate to that Party's operations;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for 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 Code, the following terms have the meanings set forth below:

1.1 "Confidential Information" means any non-public information that derives independent economic value from not being generally known and that is disclosed or obtained in connection with a Party's operations, including trade secrets, financial data, customer lists and personal data.

1.2 "Employee" means any individual employed by a Party, whether full-time, part-time, temporary or on contract, and shall include officers and directors for purposes of obligations imposed by this Code.

2. SCOPE AND APPLICABILITY

2.1 Scope. This Code applies to all Employees and Representatives of each Party and supplements any Party-specific policies that impose equal or greater obligations.

3. STANDARDS OF CONDUCT

3.1 Compliance with Law. Each Party shall ensure that its Employees and Representatives comply with all applicable domestic and foreign laws, rules and regulations in the performance of their duties.

3.2 Integrity and Fair Dealing. Employees and Representatives must act with honesty, fairness and integrity, avoiding misrepresentation, deceit and conduct that would harm the reputation or assets of a Party.

3.3 Equal Opportunity and Harassment. Each Party prohibits unlawful discrimination and harassment. Employees shall treat colleagues, customers and third parties with respect and shall follow reporting and remedial procedures established by the applicable Party.

4. CONFLICTS OF INTEREST

4.1 Disclosure Obligation. Employees and Representatives must promptly disclose to the designated compliance officer any actual or potential conflict of interest that could influence their judgment or actions on behalf of the Party.

4.2 Transactions with Related Parties. Any transaction between a Party and a related person shall require advance written approval in accordance with the Party's internal procedures and shall be recorded in sufficient detail to permit audit.

5. CONFIDENTIALITY AND DATA PROTECTION

5.1 Protection. Each Party shall protect Confidential Information against unauthorized access, use or disclosure and shall implement reasonable administrative, technical and physical safeguards.

5.2 Permitted Disclosures. Disclosure of Confidential Information is permitted only (a) to the extent necessary to perform duties, (b) with the disclosing Party's prior written consent, or (c) as required by law, provided that notice is given if permitted and lawful.

6. ANTI-BRIBERY AND GIFTS

6.1 Prohibition. No Employee or Representative shall offer, promise, give, solicit or accept any bribe, kickback or improper payment to obtain or retain business or secure any improper advantage.

6.2 Gifts and Hospitality. Modest, infrequent gifts or hospitality that are customary and lawful may be permitted if pre-approved under the relevant Party's policy and if they are reasonable in value, transparently recorded and not intended to influence a business decision.

7. REPORTING AND NON-RETALIATION

7.1 Reporting Channels. Employees and Representatives shall report suspected violations of this Code to the designated compliance officer or through other established reporting channels. Reports may be made in writing, verbally, or anonymously where allowed.

7.2 Non-Retaliation. The Parties prohibit retaliation against any person who, in good faith, reports a concern or participates in an investigation. Any act of retaliation shall be subject to disciplinary action up to and including termination.

8. INVESTIGATION AND REMEDIES

8.1 Investigation. Reported violations shall be investigated promptly and impartially. The investigating Party shall document the investigation, preserve evidence and provide appropriate notice to any affected Party where required by law or internal policy.

8.2 Corrective Action. Where violations are substantiated, appropriate remedial measures will be taken, which may include counseling, training, reassignment, suspension, termination or referral for civil or criminal enforcement.

9. TRAINING AND CERTIFICATION

Each Party shall provide regular training on this Code and related policies. Employees shall acknowledge in writing that they have received, read and understood the Code and agree to comply with its terms.

10. MONITORING, AUDIT AND RECORDS

The Parties shall maintain accurate records sufficient to demonstrate compliance with this Code. Each Party reserves the right to audit, inspect and review compliance-related records in accordance with applicable law and contractual obligations.

11. NOTICES

All notices, requests and other communications required or permitted under this Code shall be in writing and delivered to the addresses set forth below or to any other address designated in writing by a Party.

12. AMENDMENT, WAIVER AND COUNTERPARTS

12.1 Amendment. This Code may be amended only by a written instrument executed by authorized representatives of both Parties.

12.2 Waiver. No failure or delay by either Party in exercising any right under this Code shall operate as a waiver, unless such waiver is in writing and signed by the waiving Party.

12.3 Counterparts. This Code may be executed in counterparts, each of which shall be an original and all of which together constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

13.2 Entire Agreement. This Code constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings on such subject.

13.3 Severability. If any provision of this Code is held invalid or unenforceable, the remainder of this Code shall remain in full force and effect, and the invalid provision shall be replaced by a valid provision that most closely reflects the Parties' original intent.

14. CERTIFICATIONS

Each Party represents and warrants that (a) it has full corporate or organizational power and authority to enter into and perform its obligations under this Code, (b) the person executing this Code on its behalf is duly authorized to do so, and (c) execution and performance of this Code will not violate any law or agreement to which the Party is subject.

The Parties acknowledge that compliance with this Code is material to their business relationship and agree to cooperate to ensure consistent implementation, enforcement and continuous improvement.

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