Legal Compliance Affirmation

LEGAL COMPLIANCE AFFIRMATION

This Legal Compliance Affirmation (this Affirmation) is made as of by and between Company Name: with principal place of business at (the "Company"), and Affirming Party Name: with principal place of business at (the "Affirming Party"). Company and Affirming Party are each a "Party" and together the "Parties."

RECITALS

WHEREAS, the Company requires that certain persons and entities with which it engages represent and warrant compliance with applicable laws, regulations and Company policies as a condition to doing business; and

WHEREAS, the Affirming Party provides goods or services to the Company and has agreed to affirm its compliance with specified laws, regulatory regimes and contractual obligations; and

WHEREAS, the Parties desire to set forth the Affirming Party's representations, certifications and obligations with respect to legal compliance and related cooperative obligations.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Affirmation the following terms shall have the meanings set forth below: (a) "Applicable Law" means all federal, state, local and foreign statutes, rules, regulations and ordinances applicable to the activities conducted by the Affirming Party in connection with the Company; (b) "Sanctions" means economic or trade sanctions, embargoes or restrictive measures imposed by a government or multilateral authority; and (c) "Prohibited Party" means any person or entity subject to Sanctions or otherwise prohibited by Applicable Law from receiving goods or services.

2. REPRESENTATIONS AND WARRANTIES

The Affirming Party hereby represents and warrants to the Company that, as of the date of this Affirmation and during the Term (as defined below): (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has the full corporate power and authority to enter into and perform this Affirmation; and (c) all representations herein are true, correct and complete in all material respects.

The Affirming Party further represents and warrants that it is in compliance with all Applicable Law relating to its performance under any contract with the Company, including without limitation laws relating to anti-bribery and anti-corruption, export controls and economic sanctions, data protection and privacy, employment and labor laws, environmental and health and safety laws.

3. SPECIFIC COMPLIANCE CERTIFICATIONS

The Affirming Party certifies the following (check all that apply and complete required fields):

Anti-Bribery and Anti-Corruption: The Affirming Party maintains policies and procedures designed to prevent bribery and corruption and has not, to the best of its knowledge, paid or offered any improper payment in connection with work for the Company.

Sanctions and Export Controls: The Affirming Party is not a Prohibited Party, is not owned or controlled by a Prohibited Party, and will comply with Sanctions and export control laws in transactions related to the Company.

Data Protection and Privacy: The Affirming Party processes personal data in compliance with applicable data protection law and maintains appropriate administrative, technical and physical safeguards.

Labor, Employment and Environmental Compliance: The Affirming Party complies with applicable labor, employment, occupational safety and environmental laws and has not engaged in practices constituting modern slavery or human trafficking.

4. ONGOING COMPLIANCE AND NOTICE

The Affirming Party shall promptly notify the Company in writing if it becomes aware of: (a) any material violation of Applicable Law relevant to performance for the Company; (b) any investigation, fine, sanction or proceeding by a governmental authority arising from conduct relevant to this Affirmation; or (c) any occurrence that would cause a representation or warranty in Section 2 or 3 to be untrue or incomplete. Notice shall be given to the Company's designated compliance contact below.

5. AUDIT AND RECORDS

Upon reasonable prior notice, the Affirming Party shall permit the Company or its designated representatives to conduct audits or inspections of records and facilities reasonably related to compliance with this Affirmation. The Affirming Party shall retain relevant records for a period of years from the date of creation and shall provide copies to the Company upon request, subject to confidentiality protections.

6. REMEDIATION; COOPERATION

If the Affirming Party identifies or is notified of noncompliance with any certification in Section 3, the Affirming Party shall promptly take corrective action and cooperate with the Company in any remedial efforts. The Affirming Party shall provide a written remediation plan and regular progress reports until the matter is resolved to the reasonable satisfaction of the Company.

7. INDEMNIFICATION

The Affirming Party shall indemnify, defend and hold harmless the Company and its officers, directors and affiliates from and against any and all losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach of any representation, warranty or covenant in this Affirmation, except to the extent caused by the Company's gross negligence or willful misconduct.

8. REMEDIES; TERMINATION

The remedies provided in this Affirmation are cumulative and in addition to any other remedies available at law or in equity. The Company may suspend performance or terminate any underlying agreement with the Affirming Party for material breach of this Affirmation, including failure to disclose a material violation or to remediate within a reasonable period.

9. NOTICES

All notices under this Affirmation shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate in writing). Notices shall be effective upon receipt.

10. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Affirmation shall be effective unless in writing and signed by both Parties. The waiver of any breach shall not operate as a waiver of any other or subsequent breach.

11. GOVERNING LAW; VENUE

This Affirmation shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of or relating to this Affirmation.

12. ENTIRE AGREEMENT; SEVERABILITY

This Affirmation constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings and agreements. If any provision of this Affirmation is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS

This Affirmation 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.

DISCLOSURES AND EXCEPTIONS

The Affirming Party shall disclose below any known exceptions to the certifications above, including ongoing investigations, sanctions screening hits, or material regulatory matters. If no exceptions, enter "None."

CERTIFICATION

The undersigned, being duly authorized, certifies under penalty of perjury and on behalf of the Affirming Party that the statements made in this Affirmation are true, accurate and complete to the best of the signatory's knowledge, and that the Affirming Party will promptly notify the Company of any change that would render any representation or certification untrue or incomplete.

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