Legal Compliance Assurance Form

LEGAL COMPLIANCE ASSURANCE FORM

This Legal Compliance Assurance Form (the "Assurance") is made as of Effective Date: by and between Party A: whose principal place of business is , and Party B: whose principal place of business is .

RECITALS

WHEREAS, Party A and Party B have entered into commercial relations pursuant to agreements under which compliance with applicable law and regulatory requirements is material to performance and to the protection of contractual and reputational interests;

WHEREAS, Party A and Party B each desire to set forth assurances, representations and mechanisms by which each party will ensure and demonstrate its compliance with applicable laws, regulations and industry standards relevant to their business relationship; and

WHEREAS, the parties intend that this Assurance define obligations, reporting, audit rights and remedies related to legal compliance during the term of their relationship.

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

1.1 "Applicable Laws" means all statutes, regulations, ordinances, administrative rules, orders, sanctions lists and binding judicial decisions applicable to the party in the performance of its obligations under any agreement between the parties and to the activities described in this Assurance. The parties acknowledge that Applicable Laws include, without limitation, anti-bribery and anti-corruption laws, trade sanctions and export controls, data protection and privacy laws, labor and employment laws, and environmental regulations. Parties may specify particular laws below:

2. ASSURANCES AND REPRESENTATIONS

2.1 Each party represents and warrants that, as of the Effective Date and throughout the term of its obligations hereunder: it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation; it has the corporate or other power and authority to execute and deliver this Assurance and to perform its obligations hereunder; and the execution and performance of this Assurance will not violate any agreement, law or order binding on such party.

2.2 Each party further represents that it has implemented policies, procedures and controls reasonably designed to ensure compliance with Applicable Laws and that such measures are enforced and periodically reviewed.

3. COMPLIANCE OBLIGATIONS

3.1 Each party shall comply, and shall cause its affiliates, officers, directors, employees, agents and subcontractors to comply, with Applicable Laws in all material respects in connection with the performance of its obligations and the provision of goods or services under any agreement between the parties.

3.2 Each party shall implement and maintain written policies and procedures adequate to achieve compliance with Applicable Laws, including internal controls, training programs, and periodic risk assessments. Describe the primary compliance controls or programs that will be relied upon:

4. RECORDS AND AUDIT RIGHTS

4.1 Each party shall maintain complete and accurate books, records and supporting documentation relevant to compliance with Applicable Laws and this Assurance for a period of following the date such records are created.

4.2 Upon reasonable prior written notice, and subject to reasonable confidentiality protections, a party shall allow the other party, or an independent auditor mutually agreed upon, to conduct an on-site or remote inspection of records and relevant facilities to verify compliance. Such inspections shall be scheduled so as not to unreasonably interfere with normal business operations.

5. NOTIFICATION AND REMEDIATION

5.1 Each party shall notify the other in writing promptly, and in any event within business days, after becoming aware of any actual or reasonably suspected violation of Applicable Laws, or any event that would materially impair the notifying party's ability to comply with this Assurance.

5.2 The notifying party shall, at its expense, promptly investigate and take all reasonable remedial measures to correct the condition giving rise to the notification. Remedies may include suspension of implicated activities, corrective training, replacement of personnel, or termination of affected subcontractors.

6. CERTIFICATIONS AND REPORTING

6.1 Each party shall provide upon request reasonable certifications, attestations or reports demonstrating compliance with Applicable Laws, including copies of internal policies, audit summaries, risk assessments, and training records, subject to confidentiality obligations and commercially reasonable redactions.

6.2 Reporting Frequency:

7. INDEMNITY

7.1 Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any loss, liability, damage, penalty, fine, cost or expense (including reasonable attorneys' fees) incurred by the Indemnified Party arising out of or resulting from a material breach by the Indemnifying Party of this Assurance, or from the Indemnifying Party's failure to comply with Applicable Laws.

7.2 The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim for which indemnification is sought and shall permit the Indemnifying Party to assume the defense and settlement of such claim, provided that the Indemnifying Party may not settle any claim that imposes any obligation or admission of liability on the Indemnified Party without the Indemnified Party's prior written consent.

8. LIMITATION OF LIABILITY

8.1 Except for liabilities arising from willful misconduct, fraud or indemnification obligations under Section 7, neither party shall be liable to the other for consequential, incidental, punitive, special or exemplary damages, regardless of the theory of liability and even if advised of the possibility of such damages.

9. CONFIDENTIALITY

9.1 Information disclosed under this Assurance shall be treated as Confidential Information under any existing confidentiality agreement between the parties. In the absence of such agreement, the receiving party shall protect such information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

10. GOVERNING LAW

This Assurance shall be governed by and construed in accordance with the laws of , without regard to its conflict of law principles.

11. ENTIRE AGREEMENT; SEVERABILITY

11.1 This Assurance, together with any documents expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations and communications, whether written or oral, regarding such subject matter.

11.2 If any provision of this Assurance is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired, and the parties shall negotiate in good faith a valid substitute provision that carries out the original intent to the maximum extent permitted by law.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 No amendment, modification or waiver of any provision of this Assurance shall be effective unless in a writing signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

12.2 This Assurance 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.

13. NOTICES

All notices, requests, consents and other communications hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice in accordance with this section.

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