Legal Compliance Confirmation

Legal Compliance Confirmation

This Legal Compliance Confirmation (the "Confirmation") is made as of Effective Date: by and between Company Name: with principal address: (the "Confirmer"), and Recipient Name: with principal address: (the "Recipient"). The Confirmer and the Recipient are each a "Party" and together the "Parties."

RECITALS

WHEREAS, the Recipient requires assurance that the Confirmer maintains organizational policies, controls, and practices to comply with applicable laws and regulations relevant to their relationship; and

WHEREAS, the Confirmer represents that it has implemented compliance programs and internal controls designed to prevent violations of anti-corruption laws, sanctions, export controls, data protection laws, tax obligations, labor laws, and other material regulatory requirements applicable to its operations; and

WHEREAS, the Parties desire to set forth the Confirmer's certifications, the procedures for notification of non-compliance, and the consequences of a material breach of these certifications.

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

1. DEFINITIONS

For purposes of this Confirmation, the following terms shall have the following meanings: "Applicable Law" means any statute, regulation, ordinance, rule, administrative order, or judicial requirement of any jurisdiction applicable to the Confirmer's performance of its obligations or operation of its business. "Material Adverse Compliance Event" means any act or omission that would reasonably be expected to result in a civil or criminal fine, sanction, debarment, exclusion, loss of licence, or other material regulatory penalty affecting the Confirmer.

2. REPRESENTATIONS AND WARRANTIES

The Confirmer represents and warrants to the Recipient as of the Effective Date and as of the date of any certification delivered under this Confirmation that:

(a) The Confirmer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full power and authority to enter into and perform this Confirmation.

(b) To the Confirmer's knowledge, it is in compliance in all material respects with all Applicable Law relevant to its business operations and to the goods and services provided to the Recipient, including without limitation anti-corruption laws, trade sanctions and export control laws, applicable tax laws, labor and employment laws, environmental laws, and data protection laws.

(c) The Confirmer has not been subject to any final enforcement action, criminal conviction, administrative debarment, or material civil penalty related to compliance with Applicable Law within the past five (5) years except as disclosed below.

3. SCOPE OF CERTIFICATION

The Confirmer certifies that, as of the Effective Date, it has implemented policies, procedures, and internal controls reasonably designed to achieve and monitor compliance with the following categories (select all that apply):

4. CONTINUING OBLIGATIONS

The Confirmer shall: (a) maintain the policies, procedures, training, and internal controls that form the basis of the certifications in Section 3; (b) promptly investigate any credible allegation of non‑compliance; and (c) implement corrective actions where required to address identified weaknesses or violations.

5. NOTIFICATION OF NON-COMPLIANCE

The Confirmer shall notify the Recipient in writing within five (5) business days after becoming aware of any Material Adverse Compliance Event. Notification shall include a description of the event, the anticipated impact, steps taken to contain or remediate the issue, and an estimated timeline for completion of remedial measures.

6. RECORDS AND AUDIT RIGHTS

The Confirmer shall maintain records reasonably necessary to demonstrate compliance with the representations and certifications contained herein for a period of at least five (5) years following the Effective Date or for such longer period as required by Applicable Law. Upon reasonable prior written notice to the Confirmer, the Recipient shall have the right, during normal business hours and subject to confidentiality protections, to review such records and to interview responsible personnel to verify compliance; provided that audit activities shall be conducted in a manner designed to minimize disruption to the Confirmer's business.

7. INDEMNIFICATION

The Confirmer shall indemnify, defend and hold harmless the Recipient and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach of any representation, warranty or certification contained in this Confirmation or from any Material Adverse Compliance Event caused by the Confirmer.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR THE CONFIRMERS' INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. TERM AND TERMINATION

This Confirmation shall remain in effect from the Effective Date until terminated by either Party upon thirty (30) days' prior written notice; provided, however, that the Parties' respective rights and obligations with respect to events occurring prior to termination shall survive termination. Notwithstanding the foregoing, the Recipient may terminate any related commercial arrangement with the Confirmer for cause if the Confirmer experiences a Material Adverse Compliance Event.

10. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a Party may designate by written notice. Notices shall be deemed given on the date of delivery if delivered by hand or by nationally recognized overnight courier, or three (3) business days after deposit in the mail if sent by certified mail, return receipt requested.

11. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Confirmation shall be effective unless in writing and 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. This Confirmation may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument; signatures delivered electronically shall be effective for all purposes.

12. GOVERNING LAW

This Confirmation shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of law principles.

13. ENTIRE AGREEMENT; SEVERABILITY

This Confirmation 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, relating to such subject matter. If any provision of this Confirmation is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

CERTIFICATION

The undersigned, being duly authorized on behalf of the Confirmer, certifies under penalty of perjury and as a material inducement to the Recipient that the statements and representations contained in this Confirmation are true, accurate and complete to the best of the undersigned's knowledge as of the date signed below, and that the Confirmer will promptly notify the Recipient of any material change affecting such statements.

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