Legal Company Details Form

LEGAL COMPANY DETAILS FORM

This Legal Company Details Form (the "Form") is made and entered into as of Effective Date: by and between Company Name: , a business entity formed under the laws of Jurisdiction of Formation: , with principal place of business at Principal Place of Business: (the "Company"), and Recipient Name: , a business entity formed under the laws of Jurisdiction of Recipient Formation: , with principal place of business at Recipient Principal Place of Business: (the "Recipient").

RECITALS

WHEREAS, the Company possesses corporate and regulatory information, identification numbers and organizational documentation necessary for contracting, compliance, payment and regulatory filings; and

WHEREAS, the Recipient requires accurate and current company details from the Company in order to perform contractual, tax, anti-money-laundering and other compliance obligations; and

WHEREAS, the Company is willing to provide such information and to certify the accuracy of the information supplied to the Recipient.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. COMPANY IDENTIFICATION AND ORGANIZATIONAL INFORMATION

LLC    Corporation    Partnership    Sole Proprietorship    Other:

2. BUSINESS AND TAX INFORMATION

Is the Company presently in good standing and qualified to do business in its jurisdiction of formation and any jurisdiction where it transacts business?    Yes    No

3. AUTHORIZED REPRESENTATIVE

4. BENEFICIAL OWNERSHIP & CONTROL

Does any individual or entity directly or indirectly hold 25% or more of the ownership interest in the Company?    Yes    No

5. REPRESENTATIONS, WARRANTIES AND COVENANTS

The Company represents and warrants to the Recipient that: (a) the information provided in this Form and any attachments is true, accurate and complete in all material respects as of the Effective Date; (b) the Company is duly organized, validly existing and in good standing under the laws of its formation jurisdiction, has full corporate power and authority to execute and deliver this Form and to perform its obligations hereunder; (c) the execution, delivery and performance of this Form will not violate any provision of the Company’s organizational documents or any material agreement to which the Company is a party, or any applicable law, judgment or order; and (d) there are no bankruptcy, insolvency or receivership proceedings pending or, to the Company’s knowledge, threatened against the Company.

The Company covenants to notify the Recipient promptly, and in any event within days, of any material change to the information provided in this Form, including any change in ownership, control, registered agent, principal place of business, or tax identification numbers.

6. CONFIDENTIALITY AND USE OF INFORMATION

The Recipient acknowledges that certain information provided by the Company may be confidential. The Recipient agrees to use the information solely for the purposes of contracting, payment, compliance, regulatory filings and internal due diligence, to maintain reasonable administrative, technical and physical safeguards to protect such information, and to disclose such information only to persons who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein, or when disclosure is required by applicable law, regulation or court order.

7. NOTICES

All notices and communications required or permitted under this Form must be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by overnight courier to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section).

8. AMENDMENTS; WAIVER; COUNTERPARTS

This Form may be amended, modified or supplemented only by a written instrument executed by the duly authorized representatives of both parties. No failure or delay by either party in exercising any right under this Form shall operate as a waiver thereof, and no single or partial exercise of any right shall preclude any other or further exercise of that right. This Form 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.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Form shall be governed by and construed in accordance with the laws of the State or Jurisdiction selected by the parties: Governing Law Jurisdiction: , without regard to choice of law principles. This Form 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. If any provision of this Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10. MISCELLANEOUS CERTIFICATIONS

The undersigned certifies, under penalty of perjury or by electronic signature where permitted by law, that the information provided in this Form is true, complete and correct to the best of the undersigned's knowledge and belief, and that the undersigned is authorized to provide such information on behalf of the Company.    I certify the foregoing.

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