Legal Compliance Questionnaire

LEGAL COMPLIANCE QUESTIONNAIRE

This Legal Compliance Questionnaire is made effective as of by and between Requesting Party: and Respondent: .

RECITALS

WHEREAS, Requesting Party seeks to assess the legal and regulatory compliance posture of Respondent in connection with a potential or existing business relationship; and

WHEREAS, Respondent agrees to provide truthful responses and supporting information so that Requesting Party may evaluate legal, regulatory and reputational risk; and

WHEREAS, the parties intend that Respondent's answers and the supporting documentation will form the basis of representations and may be relied upon by Requesting Party in determining whether to enter into or continue a commercial relationship.

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

1. RESPONDENT IDENTIFICATION

2. GENERAL REPRESENTATIONS AND WARRANTIES

Respondent represents and warrants to Requesting Party that, as of the Effective Date and continuing through any period during which Respondent provides services or goods to Requesting Party:

(a) Respondent is duly organized, validly existing and in good standing in its jurisdiction of incorporation and has all requisite power and authority to perform its obligations herein.

(b) Respondent complies in all material respects with all applicable laws, rules and regulations, including without limitation anti-corruption, anti-money laundering, sanctions, export control and data protection laws, except as disclosed below: If checked, explain below

3. ANTI-CORRUPTION / ANTI-BRIBERY

Respondent affirms that it has implemented policies and procedures to prevent bribery, corruption, facilitation payments and improper influence, including training, due diligence and escalation procedures.

Does Respondent maintain a written anti-corruption policy and related controls?

4. SANCTIONS, EXPORT CONTROLS AND WATCHLISTS

Respondent certifies that neither it nor, to its knowledge, any of its principals, directors, officers or beneficial owners is listed on any trade or economic sanctions list or otherwise subject to sanctions that would prohibit performance under the contemplated relationship.

Is Respondent subject to any sanctions, embargoes or trade restrictions?

5. DATA PROTECTION AND PRIVACY

Respondent represents that it maintains appropriate technical and organizational measures to protect personal data processed on behalf of Requesting Party, and that transfers of personal data across borders are conducted in compliance with applicable laws and with adequate safeguards.

Does Respondent process personal data on behalf of third parties and, if so, are standard contractual clauses or other lawful transfer mechanisms used?

6. INVESTIGATIONS, LITIGATION AND ENFORCEMENT

Within the past five (5) years, has Respondent or any affiliate been subject to any regulatory investigation, enforcement action, criminal prosecution, or final civil judgment for violations of anti-corruption, sanctions, export controls, financial crime laws, or data protection laws?

7. CONTROLS, POLICIES AND THIRD-PARTY DUE DILIGENCE

Describe the primary compliance controls, policies and oversight mechanisms (e.g., internal audit, compliance officer, training programs, third-party due diligence) that Respondent maintains to ensure ongoing compliance with the representations herein.

Will Respondent permit Requesting Party or its designated auditor to conduct an on-site or remote compliance assessment upon reasonable notice and subject to confidentiality protections?

8. CERTIFICATION

The undersigned certifies, under penalty of perjury and to the best of his or her knowledge, that the information provided in this Questionnaire is true, complete and accurate, that no material fact has been omitted, and that Respondent shall promptly notify Requesting Party of any material change in the information provided.

Respondent acknowledges that Requesting Party may rely upon the information and that an intentionally false or materially misleading statement may constitute a breach of any agreement and give rise to termination, indemnity and other remedies.

9. INDEMNITY AND REMEDIES

Respondent agrees to indemnify, hold harmless and defend Requesting Party and its affiliates from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from Respondent's breach of any representation, warranty or covenant contained in this Questionnaire or from Respondent's violation of applicable law in the performance of its obligations.

10. NOTICES

11. MISCELLANEOUS

Governing Law: This Questionnaire and any dispute arising out of or relating to it shall be governed by and construed in accordance with the substantive laws of without regard to conflicts of law principles.

Entire Agreement: This Questionnaire constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written representations, warranties, agreements and communications regarding the matters addressed herein.

Severability: If any provision of this Questionnaire is held invalid or unenforceable, the remainder of this Questionnaire will remain in full force and effect and such invalid or unenforceable provision will be reformed to the minimum extent necessary to make it valid and enforceable.

Amendments and Waiver: Any amendment or waiver of any provision of this Questionnaire must be in writing and signed by both parties. No failure or delay in exercising any right will operate as a waiver.

Counterparts: This Questionnaire may be executed in counterparts, each of which will be an original and all of which together will constitute one instrument. Electronic or facsimile signatures will be treated as originals for all purposes.

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