Legal Compliance Exhibit

LEGAL COMPLIANCE EXHIBIT

This Legal Compliance Exhibit is made effective as of by and between Company Name: with principal address at and Service Provider Name: with principal address at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Parties are parties to a primary agreement and desire to set forth specific compliance requirements, reporting obligations and audit rights related to applicable laws, regulations and standards; and

WHEREAS, the Parties intend that this Exhibit govern the Parties' respective obligations to ensure compliance with applicable statutes, regulations, orders and industry standards in the performance of duties under the primary agreement; and

WHEREAS, the Parties require formal certification, recordkeeping and remedial procedures to address noncompliance and to permit verification of compliance by the other Party or its authorized representatives.

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

1. Definitions

For purposes of this Exhibit, the following terms shall have the meanings set forth below. "Applicable Law" means any statute, regulation, rule, order or binding guidance of any governmental authority applicable to the Parties' performance under the primary agreement. "Compliance Officer" means the Party representative designated to receive notices and to coordinate compliance activities as set forth in Section 3.

2. Scope of Compliance Obligations

Each Party shall, at its own expense, comply with all Applicable Law in the performance of its obligations under the primary agreement. Compliance obligations shall include, without limitation, those items described in the scope below and any additional requirements reasonably necessary to achieve and maintain compliance.

3. Compliance Officer; Point of Contact

Each Party shall appoint a Compliance Officer responsible for implementing and monitoring compliance with this Exhibit and for receiving notices and reports required hereunder.

4. Certifications; Periodic Attestations

The Service Provider shall deliver, and the Company may require, written certifications of compliance executed by an authorized officer or the Compliance Officer at intervals set forth below or upon reasonable request. Each certification shall attest that, to the signatory's knowledge after due inquiry, the Provider is in compliance with the Applicable Law and the requirements of this Exhibit.

5. Records, Inspection and Audit Rights

Each Party shall maintain complete and accurate records sufficient to demonstrate compliance with this Exhibit. Upon reasonable prior notice, the other Party and its authorized representatives shall have the right, during normal business hours, to inspect and copy such records and to conduct audits to verify compliance. Audits shall be conducted in a manner that does not unreasonably interfere with business operations.

6. Reporting and Remediation

Each Party shall promptly notify the other Party upon becoming aware of any actual or suspected noncompliance that could reasonably be expected to result in a material adverse effect. The notifying Party shall include in the report a description of the noncompliance, the steps taken to investigate, and proposed remedial measures.

7. Indemnification

Each Party shall indemnify, defend and hold harmless the other Party from and against any losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) resulting from the indemnifying Party's breach of this Exhibit or violation of Applicable Law in the performance of its obligations under the primary agreement.

8. Confidentiality

Information disclosed solely in connection with compliance certifications, audits or reports under this Exhibit shall be treated as Confidential Information pursuant to the confidentiality provisions of the primary agreement. To the extent there is any inconsistency, the more protective regime shall apply.

9. Term and Termination

This Exhibit shall remain in effect for the term of the primary agreement and for such additional period as required by Applicable Law or as required to complete any outstanding audits, certifications or remedial actions. Termination of the primary agreement shall not relieve either Party of obligations accrued under this Exhibit prior to termination.

10. Notices

All notices required or permitted under this Exhibit shall be in writing and delivered in accordance with the notice provisions of the primary agreement or to the addresses identified below.

11. Amendments; Waiver

No amendment to this Exhibit shall be effective unless in writing and signed by authorized representatives of both Parties. Failure or delay by a Party to exercise any right or remedy under this Exhibit shall not constitute a waiver of that right.

12. Severability

If any provision of this Exhibit is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect.

13. Governing Law; Entire Agreement

This Exhibit shall be governed by and construed in accordance with the laws chosen in the primary agreement. This Exhibit, together with the primary agreement, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements.

14. Counterparts

This Exhibit 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. Signatures delivered by electronic transmission shall be binding.

Execution and Certification

The undersigned certify that they are duly authorized to execute this Exhibit on behalf of the Party they represent and that they have reviewed and accept the compliance obligations, reporting requirements and audit provisions set forth herein.

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