Legal Compliance Sheet

LEGAL COMPLIANCE SHEET

This Legal Compliance Sheet (the "Sheet") is made effective as of Date: by and between Company Name: , a legal entity organized under laws of ("Company"), and Counterparty Name: , a legal entity organized under laws of ("Counterparty") (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Company and Counterparty are parties to one or more commercial arrangements and desire to set forth certain representations, warranties and procedures to ensure compliance with applicable laws, regulations and internal policies in the performance of their obligations; and

WHEREAS, the Parties wish to document the Counterparty's affirmative certifications, reporting obligations and the Company's rights to verify compliance by audit and remedial action in the event of non-compliance; and

WHEREAS, this Sheet is intended to supplement any underlying agreement between the Parties without substituting for any specific contractual provisions in such underlying agreement, unless expressly stated herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for 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 Sheet, the following terms shall have the meanings set forth below:

"Applicable Law" means any law, statute, regulation, ordinance, rule, order, or binding guidance of any government or regulatory authority applicable to a Party's performance under any agreement between the Parties.

"Compliance Requirements" means laws and regulations relating to anti-corruption, anti-bribery, sanctions and export controls, data privacy and protection, labor and employment, and environmental protection applicable to the Parties' activities.

2. REPRESENTATIONS AND WARRANTIES

Counterparty represents and warrants that, as of the Effective Date and during the term of any underlying agreement with Company:

(a) It is in compliance with all Compliance Requirements that are material to its performance, including without limitation those described below; and it will maintain adequate policies, procedures and internal controls to ensure such compliance.

(b) It has not, and will not, offer, pay, promise to pay, authorize or accept any bribe, improper payment or facilitation payment to any government official or private person in connection with the performance of its obligations.

3. COMPLIANCE CHECKLIST

The Counterparty certifies the following by checking the applicable boxes and providing explanations where indicated.

4. COMPLIANCE PROGRAM AND CONTROLS

Counterparty shall maintain policies, procedures, staff training and internal controls reasonably designed to ensure ongoing adherence to Compliance Requirements. Counterparty shall:

(a) Implement and enforce an anti-corruption policy and a process for pre-screening third parties and agents; (b) maintain records sufficient to demonstrate compliance and to permit verification by Company in accordance with Section 5; and (c) promptly remedy any identified deficiencies.

5. REPORTING, INVESTIGATION AND AUDIT RIGHTS

Counterparty shall promptly report to Company any actual or suspected violation of Applicable Law or this Sheet. Reports shall be made to the contact below and shall include a written description of the event and corrective actions taken.

Company shall have the right, upon reasonable prior written notice to Counterparty, to audit Counterparty's relevant records and facilities to verify compliance. Such audits shall be conducted during normal business hours and in a manner that minimizes disruption.

6. REMEDIES; SUSPENSION; TERMINATION

If Counterparty fails to comply with any material Compliance Requirement or breaches any representation in this Sheet, Company may require corrective action, suspend performance or, after written notice and failure to cure within a commercially reasonable period, terminate any underlying agreement for cause. Nothing in this Section limits Company's right to pursue injunctive or other equitable relief.

7. INDEMNIFICATION

Counterparty shall indemnify, defend and hold harmless Company and its affiliates, officers, directors and employees from and against any and all losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach of the representations, warranties or obligations set forth in this Sheet or from Counterparty's failure to comply with Applicable Law.

8. CONFIDENTIALITY

Information disclosed in connection with an audit, investigation or report under this Sheet shall be treated as Confidential Information under the Parties' existing confidentiality obligations. If no confidentiality agreement exists, the recipient shall treat such information as confidential and shall only use it for the purposes of enforcing this Sheet or any underlying agreement.

9. NOTICES

All formal notices required or permitted under this Sheet shall be in writing and delivered to the addresses set forth below, by hand, commercial overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

10. MISCELLANEOUS

Governing Law: This Sheet shall be governed by and construed in accordance with the laws of the jurisdiction specified by Company:

Entire Agreement: This Sheet, together with any underlying agreement expressly referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous statements or agreements.

Severability: If any provision of this Sheet is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Amendments; Waiver: No amendment or waiver of any provision of this Sheet shall be effective unless in writing and signed by both Parties. A waiver of any breach shall not constitute a waiver of any subsequent breach.

Counterparts; Electronic Execution: This Sheet 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 transmitted by electronic means shall be treated as original signatures.

CERTIFICATION

The undersigned authorized representatives of the Parties certify that they have the authority to bind their respective entities and that the statements and certifications made in this Sheet are true, complete and accurate to the best of their knowledge as of the Effective Date and will remain true during the term of any underlying agreement.

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