Legal Compliance Excerpt

LEGAL COMPLIANCE EXCERPT

This Legal Compliance Excerpt (the "Excerpt") is entered into as of Effective Date: by and between Company Name: , a(n) , with principal place of business at (hereinafter "Company"), and Counterparty Name: , a(n) , with principal place of business at (hereinafter "Counterparty"). Company and Counterparty are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties have entered into or intend to enter into one or more commercial agreements pursuant to which compliance with applicable laws, regulations and internal policies is required; and

WHEREAS, the Parties desire to set forth certain specific compliance obligations and certification procedures as an excerpt to their controlling agreement(s) to ensure consistent performance and oversight; and

WHEREAS, the Parties intend for this Excerpt to be incorporated by reference into the controlling agreement(s) and to establish minimum compliance standards without superseding any express term of the controlling agreement(s) unless explicitly stated.

NOW, THEREFORE

In consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Excerpt, the following terms shall have the meanings set forth below. "Applicable Laws" means all federal, state, local and foreign statutes, regulations, rules, ordinances, permits and binding guidance applicable to the Parties' activities under the controlling agreement(s). "Compliance Program" means policies, procedures, controls and training reasonably designed to achieve and maintain compliance with Applicable Laws.

2. COMPLIANCE OBLIGATIONS

Each Party covenants that, with respect to its performance under the controlling agreement(s), it will: (a) maintain and operate a Compliance Program reasonably designed to ensure adherence to Applicable Laws; (b) perform all activities in a manner consistent with the standards of due care and applicable professional practice; and (c) not engage in any conduct that would constitute a material violation of Applicable Laws or create a material risk of regulatory enforcement action.

Applicable Laws applicable to the Parties' performance include, without limitation, the following categories (identify any that are particularly applicable and describe specific provisions as needed):

3. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that, as of the Effective Date: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has all corporate or other power and authority necessary to execute, deliver and perform this Excerpt; and (c) its execution and performance of this Excerpt will not violate any material agreement, law or order to which it is subject.

4. AUDIT AND ACCESS

Upon reasonable prior written notice, and not more frequently than once per year except for good cause, each Party shall permit the other Party or its authorized representative to conduct an on-site inspection or audit of relevant books, records and facilities solely to confirm compliance with the obligations set forth in this Excerpt. Audits shall be conducted during normal business hours, in a manner designed to minimize disruption, and subject to mutually acceptable confidentiality protections.

5. REPORTING, REMEDIATION AND NOTIFICATION

Each Party shall promptly notify the other Party if it becomes aware of any material noncompliance or potential regulatory investigation reasonably likely to affect performance under the controlling agreement(s). Within thirty (30) days of discovery of a material noncompliance, the responsible Party shall submit a written remediation plan to the other Party describing corrective actions, timelines and responsible personnel.

6. INDEMNIFICATION

Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any and all losses, liabilities, damages, fines, penalties and reasonable costs (including attorneys' fees) arising out of or resulting from the Indemnitor's material breach of this Excerpt or violation of Applicable Laws in connection with performance hereunder, except to the extent such losses arise from the Indemnitee's gross negligence or willful misconduct.

7. CONFIDENTIALITY

All information exchanged pursuant to an audit or notification under this Excerpt that is designated as confidential or that reasonably should be understood to be confidential shall be treated in accordance with the confidentiality provisions of the controlling agreement(s). If no such provisions exist, the Parties agree to maintain the confidentiality of such information and to use it solely to verify and remediate compliance matters.

8. REMEDIES

The Parties acknowledge that a breach of the obligations in this Excerpt may cause irreparable harm for which monetary damages would be an inadequate remedy. In addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief and specific performance to enforce this Excerpt.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Excerpt shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by written notice to the other Party pursuant to this Section.

10. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment to this Excerpt must be in writing and signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver. This Excerpt may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Excerpt shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Parties below without regard to conflicts of law principles. If any provision of this Excerpt is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Excerpt constitutes the entire agreement between the Parties with respect to the specific compliance matters set forth herein and supersedes all prior or contemporaneous written or oral agreements solely with respect to such matters.

12. MISCELLANEOUS CERTIFICATIONS

Each Party certifies that the person signing this Excerpt on its behalf is authorized to bind that Party and that the information provided in connection with this Excerpt is true, accurate and complete to the best of such Party's knowledge as of the date of signature. Each Party further certifies that it has not, and to the best of its knowledge no officer, director or employee has, engaged in conduct that would materially impair the Party's ability to perform its compliance obligations.

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