Legal Compliance Acknowledgment

LEGAL COMPLIANCE ACKNOWLEDGMENT

This Legal Compliance Acknowledgment (the "Acknowledgment") is made as of Effective Date: by and between: Party A Name: with principal address ; and Party B Name: with principal address .

RECITALS

WHEREAS, Party A and Party B enter into commercial or contractual relations pursuant to which one or both parties will perform obligations that are subject to legal and regulatory requirements; and

WHEREAS, each party desires to confirm and document its understanding of applicable compliance obligations and to establish procedures for certification, reporting and cooperation in connection with compliance matters; and

WHEREAS, the parties acknowledge the importance of adherence to laws and regulations including, without limitation, anti-bribery and anti-corruption laws, data protection and privacy laws, export controls and sanctions, tax and anti-money laundering statutes.

NOW THEREFORE, in consideration of the mutual covenants contained herein 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 Acknowledgment, the following terms shall have the meanings set forth below. "Applicable Law" means all statutes, regulations, rules, orders, ordinances and legally binding requirements of any governmental authority. "Compliance Matter" means any obligation, representation, certification or reporting requirement arising under Applicable Law or under the terms of any contract between the parties.

2. ACKNOWLEDGMENT OF OBLIGATIONS

Each party represents and warrants that it will comply with all Applicable Law in the performance of its obligations and in connection with the transactions contemplated between the parties. Without limiting the foregoing, each party specifically acknowledges obligations relating to:

• Anti-bribery and anti-corruption laws;
• Data protection and privacy requirements;
• Export control and economic sanctions regimes;
• Tax, financial reporting and anti-money laundering laws;
• Employment and workplace safety laws applicable to the party's employees and representatives.

3. CERTIFICATIONS

By executing this Acknowledgment, each party certifies, represents and warrants to the other party that, to the best of its knowledge after reasonable inquiry:

(a) It is not debarred, suspended, listed on any applicable sanctions list, or otherwise prohibited by law from performing under its contractual obligations; and

(b) It has implemented policies, procedures and controls reasonably designed to ensure compliance with Applicable Law, including appropriate recordkeeping, training and internal reporting mechanisms.

4. COMPLIANCE REPRESENTATIONS

Each party shall promptly notify the other in writing if it becomes aware of any actual or suspected non-compliance with Applicable Law that relates to the subject matter of its contractual relationship with the other party. Written notice shall include a reasonably detailed description of the facts known and proposed corrective actions.

Corporation   LLC   Individual   Other

Corporation   LLC   Individual   Other

5. RECORDS, AUDITS AND COOPERATION

Each party shall maintain complete and accurate records sufficient to demonstrate compliance with Applicable Law and shall make such records available to the other party and to any authorized auditor to the extent necessary to verify compliance, subject to any legally required protections for confidential or privileged information. Reasonable advance notice shall be provided for audits, and audits shall be conducted during normal business hours.

6. TRAINING AND REPORTING

Each party shall provide or require appropriate compliance training for its personnel engaged in activities under the parties' relationship. Each party shall establish and maintain an internal reporting mechanism for suspected wrongdoing and shall investigate and remediate substantiated issues in a timely manner.

7. REMEDIES; INDEMNIFICATION

In the event of a breach of this Acknowledgment or of Applicable Law by a party, the non-breaching party shall be entitled to all remedies available at law or in equity, including specific performance and injunctive relief, and shall be entitled to recover reasonable costs and expenses, including attorneys' fees, incurred in enforcing its rights. Each party shall indemnify, defend and hold harmless the other party from and against any loss, liability, fine or expense arising from such party's breach of Applicable Law or of this Acknowledgment.

8. CONFIDENTIALITY

Any information disclosed pursuant to an audit, notice or cooperation under this Acknowledgment that is designated as confidential or that reasonably should be understood to be confidential shall be used solely for the purposes contemplated herein and shall not be disclosed except as required by Applicable Law or with the prior written consent of the disclosing party.

9. NOTICES

All notices required or permitted under this Acknowledgment shall be in writing and shall be delivered to the addresses set forth above by certified mail, overnight courier or personal delivery, or sent by electronic mail if receipt is acknowledged in writing. Notices are effective upon receipt.

10. AMENDMENTS; WAIVER

Any amendment or modification of this Acknowledgment must be in writing and signed by authorized representatives of both parties. The failure of either party to enforce any provision of this Acknowledgment shall not constitute a waiver of future enforcement of that or any other provision.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Acknowledgment shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties. If any provision of this Acknowledgment is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Acknowledgment constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12. COUNTERPARTS

This Acknowledgment 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. Signatures transmitted by electronic means shall be binding.

Certification (check all that apply):

I certify compliance with applicable anti-bribery and anti-corruption laws.
I certify compliance with data protection and privacy obligations.
I certify that the party is not subject to trade or economic sanctions that would prevent performance.
I certify compliance with anti-money laundering laws and transaction monitoring obligations.

Each party acknowledges that the certifications made herein are material to the other party's decision to enter into or continue the parties' relationship and that false certification may result in termination, damages and other remedies as permitted by law.

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