Legal Compliance Questions

LEGAL COMPLIANCE QUESTIONS

This Legal Compliance Questions document (the "Questionnaire") is executed as of by and between Party A Name: , an entity organized under , with principal place of business at ; and Party B Name: , an entity organized under , with principal place of business at

RECITALS

WHEREAS, the Parties intend to assess and document their respective compliance with applicable laws, rules and regulations governing anti-corruption, sanctions, export controls, anti-money laundering and data protection in connection with their business relationship; and

WHEREAS, each Party desires to give commercially reasonable assurances and written responses to specific compliance questions such that the other Party may evaluate ongoing compliance risk and take appropriate contractual or operational measures; and

WHEREAS, the Parties intend that the representations and disclosures made in this Questionnaire be relied upon by each Party in its decision-making and may form the basis for further contractual obligations or remedial measures.

NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Questionnaire, the following defined terms apply: "Applicable Laws" means all treaties, laws, statutes, ordinances, rules, regulations, executive orders and administrative requirements applicable to a Party, including anti-corruption laws, sanctions and export control laws, and privacy and data protection laws.

"Sanctions Lists" means any government-maintained list of prohibited or restricted persons, entities or jurisdictions (including those administered by national authorities) applicable to the Parties' activities.

2. GENERAL REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants, as of the date of execution of this Questionnaire and continuing until the Parties otherwise agree in writing, that:

(a) it is in compliance in all material respects with Applicable Laws relevant to its business operations, including anti-corruption, sanctions, export control and anti-money laundering laws; and it has implemented policies and procedures reasonably designed to ensure such compliance.

(b) neither the Party nor, to the Party's knowledge after reasonable inquiry, any of its directors, officers, employees or agents is listed on any Sanctions Lists or otherwise the subject of trade or economic sanctions that would prohibit or materially restrict performance of obligations under the Parties' relationship.

(c) it has not been convicted of, or pled guilty or nolo contendere to, any criminal offense involving corruption, bribery, fraud or money laundering within the past five (5) years, except as disclosed in the disclosures section below.

3. SPECIFIC COMPLIANCE QUESTIONS

Instructions: For each item below, indicate the applicable response. For any affirmative response that requires explanation, provide details in the corresponding explanation field. The representations in this section are material and will be relied upon by the receiving Party.

3.1 Anti-Bribery and Anti-Corruption

Has the Party or any of its related parties engaged in any conduct that would constitute a violation of anti-bribery laws (including payments or offers to government officials or third parties to obtain improper advantage)? Yes No

3.2 Sanctions and Export Controls

Is the Party or any counterparty with whom it transacts subject to any trade, economic or financial sanctions, export control restrictions, or otherwise restricted from engaging in business with certain jurisdictions? Yes No

3.3 Anti-Money Laundering (AML)

Does the Party maintain an AML program that includes customer due diligence, transaction monitoring and suspicious activity reporting as required under Applicable Laws? Yes No

3.4 Data Protection and Privacy

Does the Party collect, process or transfer personal data in the course of performance that is subject to data protection laws requiring specific contractual safeguards (e.g., cross-border transfers, special categories of data)? Yes No

3.5 Governmental Investigations and Litigation

Is the Party currently subject to any governmental investigation, subpoena, or civil or criminal litigation related to compliance matters described above? Yes No

4. DISCLOSURE OBLIGATIONS

Each Party shall promptly notify the other Party in writing of any material change to any response provided in this Questionnaire or any event or circumstance that would cause a representation in Section 2 or Section 3 to be inaccurate. Notification shall be provided within days of discovery of such change.

5. CONFIDENTIALITY OF RESPONSES

Responses to this Questionnaire shall be treated as Confidential Information of the disclosing Party. The receiving Party shall not disclose such responses except to its personnel, advisors or regulators on a need-to-know basis and shall use at least the same degree of care to protect such responses as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

6. REMEDIES AND TERMINATION

If a Party materially breaches the representations and warranties contained in this Questionnaire or fails to make timely disclosure as required herein, the non-breaching Party may (a) require prompt remedial action, (b) suspend performance to the extent necessary to mitigate risk, and (c) exercise any termination rights or pursue any other remedies available at law or in equity.

7. NOTICES

Notices shall be delivered to the notice addresses set forth above or such other address as a Party designates by written notice to the other Party in accordance with this section, and shall be effective on the date of receipt.

8. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Questionnaire shall be effective unless in writing and signed by both Parties. A waiver by either Party of any breach shall not operate as a waiver of any subsequent breach. This Questionnaire may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

9. GOVERNING LAW

This Questionnaire shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties. The Parties submit to the exclusive jurisdiction of the courts of for resolution of disputes arising out of this Questionnaire.

10. ENTIRE AGREEMENT

This Questionnaire, together with any attachments and the Parties' written agreements incorporating its terms, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, proposals and communications relating thereto.

11. SEVERABILITY

If any provision of this Questionnaire is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected, and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most closely approximates the parties' original intent.

CERTIFICATION

By signing below, each Party certifies that the information provided in this Questionnaire is true, complete and accurate to the best of its knowledge and belief as of the date of signature, and acknowledges its obligation to update any response that becomes inaccurate during the term of the Parties' relationship.

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