Legal Compliance Designation

LEGAL COMPLIANCE DESIGNATION

This Legal Compliance Designation (the "Designation") is made effective as of by and between Designating Party: with principal address at , and Designee: whose title or role is and whose business address is .

RECITALS

WHEREAS, Designating Party maintains operations subject to statutory, regulatory and internal compliance obligations and requires a designated officer or agent to oversee implementation and monitoring of such obligations; and

WHEREAS, Designee represents that Designee possesses the qualifications, experience and authority necessary to perform the compliance duties described in this Designation and is willing to accept such duties subject to the terms herein; and

WHEREAS, the parties desire to set forth the scope of authority, duties, reporting obligations and protections applicable to the Designee in order to promote consistent compliance across the Designating Party's operations.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. APPOINTMENT; ACCEPTANCE

1.1 Appointment. Designating Party hereby appoints Designee as the designated compliance officer or agent for the matters and jurisdictions specified in Section 2, and Designee accepts such appointment subject to the terms and conditions of this Designation.

1.2 Effective Date and Term. The appointment commences on the Effective Date set forth above and continues until terminated in accordance with Section 4 below.

2. SCOPE OF DUTIES AND AUTHORITY

2.1 Duties. Designee shall have primary responsibility to develop, implement, maintain and monitor compliance policies, procedures and training programs reasonably necessary to ensure that Designating Party complies with applicable laws, regulations and internal standards. Specific duties shall include, without limitation:

2.2 Authority. For the purpose of carrying out the duties above, Designee is authorized to:

(a) access and review records, documents and communications of the Designating Party relevant to compliance matters upon reasonable request; (b) require remediation measures and monitor implementation of corrective actions; and (c) report material compliance risks, incidents, or breaches to the board of directors or designated oversight body identified as

3. REPORTING, RECORDS AND INVESTIGATIONS

3.1 Reporting. Designee shall prepare and deliver periodic compliance reports to the reporting entity identified in Section 2.2 at intervals no less frequent than , and shall promptly report any material violation, significant investigation, or regulatory inquiry.

3.2 Investigations. Designee shall have the authority to initiate and supervise internal investigations of potential compliance violations, including interviewing personnel, preserving evidence, and recommending disciplinary action consistent with applicable policies.

4. TERM, REMOVAL AND RESIGNATION

4.1 Removal for Cause. Designating Party may remove Designee for cause upon written notice specifying the grounds for removal. Cause includes willful malfeasance, gross negligence in performance of duties, material breach of this Designation, or commission of an act that materially endangers the business or reputation of Designating Party.

4.2 Resignation. Designee may resign by providing at least written notice to Designating Party, unless immediate resignation is necessitated by ethical conflict or legal obligation.

5. DELEGATION AND SUPPORT

5.1 Delegation. Designee may delegate specified duties to qualified personnel, provided that Designee retains ultimate responsibility for oversight and for ensuring delegated duties are performed in accordance with this Designation. Indicate whether delegated authority is permitted:

Yes No

5.2 Resources. Designating Party shall make reasonable resources available to Designee, including access to personnel, training, and budgets necessary to discharge the duties described herein. If specific resources are agreed, describe:

6. CONFIDENTIALITY; CONFLICTS OF INTEREST

6.1 Confidentiality. Designee shall maintain in confidence all non-public information obtained in the performance of duties, and shall use such information solely for the performance of obligations under this Designation, except as required by law or court order.

6.2 Conflicts. Designee shall disclose any real or potential conflict of interest promptly in writing to Designating Party. Describe any known conflicts at the time of execution:

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full corporate or organizational power and authority to enter into this Designation; (b) the execution and performance of this Designation will not violate any material contractual or legal obligation; and (c) the individual executing on behalf of a party is duly authorized to bind that party.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Designating Party shall indemnify and hold harmless Designee against third-party claims, liabilities or losses arising out of acts or omissions in the performance of duties hereunder, except to the extent caused by Designee's gross negligence or willful misconduct.

8.2 Limitation. Except for liabilities arising from willful misconduct or fraudulent acts, neither party shall be liable to the other for consequential, incidental, special or punitive damages.

9. NOTICES

All notices required or permitted under this Designation shall be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested). Notice addresses:

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendment. This Designation may be amended only by a written instrument executed by both parties.

10.2 Waiver. No waiver of any provision of this Designation shall be effective unless in writing and signed by the party waiving compliance. No failure or delay to enforce any right shall operate as a waiver.

10.3 Counterparts and Electronic Signature. This Designation may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall have the same force and effect as original signatures.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Designation shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties:

11.2 Entire Agreement. This Designation constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

11.3 Severability. If any provision of this Designation is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. MISCELLANEOUS PROVISIONS

12.1 Assignment. Neither party may assign this Designation without the prior written consent of the other party, except that Designating Party may assign to a successor entity in connection with a merger or sale of substantially all assets.

12.2 Relationship of Parties. The parties are independent and nothing in this Designation creates an employer-employee relationship between Designating Party and Designee unless otherwise agreed in writing.

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