Legal Compliance Clause

LEGAL COMPLIANCE CLAUSE

This Legal Compliance Clause (the "Clause") is entered into as of by and between Party A: , located at , and Party B: , located at . The parties may be referred to individually as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, Party A and Party B have entered into or may enter into commercial arrangements under which each Party will perform obligations, provide goods or services, or otherwise engage in activities that are subject to federal, state, local or foreign laws, rules and regulations; and

WHEREAS, the Parties desire to set forth clear, enforceable obligations regarding compliance with applicable law, internal policies, permits and reporting to reduce the risk of regulatory, civil or criminal liability; and

WHEREAS, the Parties intend that this Clause operate as a binding allocation of compliance responsibilities and remedies between the Parties.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows:

1. Definitions

For purposes of this Clause: "Applicable Law" means any federal, state, local or foreign statute, regulation, rule, code, administrative order, judicial decision or binding governmental requirement applicable to a Party in the performance of its obligations; "Compliance Program" means the written policies, procedures, controls and training implemented by a Party reasonably designed to achieve and demonstrate compliance with Applicable Law; "Violation" means any suspected or confirmed noncompliance with Applicable Law by a Party, its employees, agents, subcontractors or Affiliates.

2. Compliance with Laws

Each Party shall, at its own cost and expense, comply with all Applicable Law in the performance of its obligations and in the conduct of its business. Without limiting the foregoing, each Party shall: (a) obtain and maintain in good standing all permits, licenses and registrations required to perform its obligations; (b) comply with laws relating to anti-bribery and anti-corruption, export controls, data protection, labor and employment, health and safety, environmental protection and product safety; and (c) implement reasonable policies, controls and training to prevent, detect and correct Violations.

3. Representations and Warranties

Each Party represents and warrants that, as of the Effective Date, it is not in material violation of Applicable Law with respect to the activities governed by this Clause, and that it has not received any final written notice of a pending material enforcement action by any governmental authority related to such activities. Each Party further warrants that it has the authority to enter into this Clause and to perform its obligations hereunder.

4. Policies, Procedures and Training

Each Party shall maintain a written Compliance Program reasonably appropriate to its size and the nature of the activities performed under the Parties' relationship. Such program shall include written policies, periodic employee training, and internal reporting channels to detect and remediate potential Violations in a timely manner.

5. Permits, Licenses and Registrations

Each Party shall procure, maintain and renew all permits, approvals and licenses necessary for the lawful performance of its obligations. If a material permit or license is revoked, suspended or becomes subject to a material enforcement action, the affected Party shall promptly notify the other Party in accordance with Section 7.

6. Reporting and Notification

A Party that becomes aware of an actual or alleged Violation shall provide written notice to the other Party within calendar days of discovery, describing the nature of the allegation, the laws implicated, the identity of affected persons or systems (to the extent known), and any immediate mitigation measures taken. The giving of notice shall not be construed as an admission of liability.

7. Audit Rights and Inspection

Upon reasonable prior written notice and during regular business hours, either Party or its designated auditor may inspect, audit and review records, practices and facilities of the other Party solely to verify compliance with this Clause. Such audits shall be conducted no more frequently than absent reasonable cause. Costs of any audit shall be borne by the requesting Party unless a material Violation is discovered, in which case the audited Party shall reimburse reasonable audit costs.

8. Corrective Action and Remediation

If a Violation is confirmed, the responsible Party shall promptly propose and implement a corrective action plan reasonably designed to cure the Violation. The responsible Party shall commence remediation within calendar days and complete remediation within calendar days unless otherwise agreed in writing.

9. Recordkeeping and Retention

Each Party shall retain records evidencing compliance with Applicable Law and this Clause for a period of not less than years following creation of the record, or such longer period as required by Applicable Law.

10. Indemnification

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all losses, liabilities, damages, fines, penalties, costs and reasonable attorneys' fees arising out of or resulting from the Indemnifying Party's breach of this Clause or from the Indemnifying Party's violation of Applicable Law in connection with performance hereunder. The indemnification obligations of this Section shall survive termination of any underlying transaction.

11. Remedies and Termination

A material breach of this Clause by a Party that is not cured within the remediation period set forth in Section 8 shall constitute grounds for the non-breaching Party to seek injunctive relief and/or to terminate the underlying agreement for cause. The rights and remedies provided in this Clause are cumulative and in addition to any other rights available at law or in equity.

12. Insurance

Each Party shall maintain insurance coverage reasonably adequate for the activities performed under the Parties' relationship, including, where applicable, commercial general liability, professional liability and cyber/data-breach insurance. The Parties shall provide certificates of insurance upon reasonable request.

13. Confidentiality of Compliance Matters

Information exchanged under this Clause that is reasonably designated as confidential or that by its nature should be treated as confidential shall be subject to confidentiality obligations consistent with the Parties' underlying agreement. Notwithstanding the foregoing, a Party may disclose compliance information to government authorities as required by law, provided the disclosing Party gives the other Party prior notice to the extent legally permissible.

14. Notices

Notices under this Clause shall be in writing and shall be deemed given when delivered in person, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses provided above or to such other address as a Party may designate in writing.

15. Amendments, Waiver and Counterparts

This Clause may be amended only by a written instrument executed by authorized representatives of both Parties. No failure or delay by any Party in exercising any right under this Clause shall operate as a waiver of such right. This Clause may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

16. Governing Law; Severability; Entire Agreement

This Clause shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles. If any provision of this Clause is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Clause constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings relating thereto.

17. Additional Provisions

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