Legal Conduct Declaration

LEGAL CONDUCT DECLARATION

This Legal Conduct Declaration (the "Declaration") is made effective as of by and between Declarant Name: , Entity Type: Individual Corporation Other, Address: (hereinafter "Declarant"), and Recipient Name: , Entity Type: Individual Corporation Other, Address: (hereinafter "Recipient").

Recitals

WHEREAS, Declarant is required by contract, internal policy, or applicable law to disclose and affirm compliance with standards of lawful and ethical conduct applicable to its activities in connection with Recipient;

WHEREAS, Recipient requires an express, written declaration of Declarant's past and ongoing conduct and an agreement to report and remediate any material violations that may affect Recipient's rights or interests;

WHEREAS, the parties desire to set forth the Declarant's representations, reporting obligations, and remedies in the event of noncompliance.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained 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 Declaration: "Declared Conduct" means any act, omission, or pattern of activity by Declarant that is alleged or determined to constitute a material breach of applicable law, regulation, contract, or material ethical standard applicable to the subject matter described in this Declaration.

"Material Violation" means a breach of law or regulation, or other conduct that could reasonably be expected to materially impair the Recipient's rights, reputation, or business operations.

2. Declaration of Conduct

Declarant hereby declares, represents, and warrants as of the effective date and continuing throughout the Term that, to Declarant's knowledge after reasonable inquiry:

1. Declarant has not engaged, and is not engaging, in any acts of bribery, corruption, fraudulent misrepresentation, embezzlement, money laundering, or other unlawful conduct in connection with the matters related to Recipient.
2. Declarant is in material compliance with all applicable laws, rules, and regulations governing the conduct described herein and has not received any final adjudication or settlement that establishes a Material Violation within the past five (5) years, except as disclosed in the statement below:
3. Declarant has established and maintains policies, procedures, and controls reasonably designed to detect, prevent, and remediate violations of law and to promote ethical conduct.

3. Specific Attestations

The Declarant affirms the following (check all that apply):

No material conflict of interest exists with respect to the activities covered by this Declaration.

A compliance program adequate to the Declarant's operations is in place and enforced.

There are no pending investigations or legal actions alleging conduct that would constitute a Material Violation, except as described here:

4. Reporting and Cooperation

Declarant shall promptly notify Recipient in writing within days of becoming aware of any suspected or actual Material Violation and shall fully cooperate with any inquiry, investigation, or remediation effort initiated by Recipient or any governmental authority. Such cooperation shall include providing documents, reasonable access to personnel, and truthful testimony where authorized by law.

5. Remediation and Indemnification

If Declarant breaches a representation or is found to have committed a Material Violation, Declarant shall, at its expense, promptly take all reasonable steps to cure the violation and prevent recurrence. Declarant agrees to indemnify, defend, and hold harmless Recipient against all losses, damages, fines, penalties, and costs (including reasonable attorneys' fees) arising from or relating to such breach or violation.

6. Confidentiality

All reports, disclosures, and documents exchanged under this Declaration shall be treated as Confidential Information of the disclosing party. Recipient may disclose such information to its legal counsel, auditors, insurers, regulators, or as required by law, provided Recipient uses commercially reasonable efforts to limit further disclosure and to notify Declarant when possible.

7. Remedies and Injunctive Relief

Remedies at law may be inadequate to protect Recipient against actual or threatened breaches of this Declaration. Accordingly, Recipient shall be entitled to seek equitable relief, including preliminary and permanent injunctive relief and specific performance, without the necessity of posting bond or proving actual damages, in addition to any other remedies available at law or equity.

8. Term and Termination

This Declaration shall commence on the effective date and remain in effect until terminated by mutual written agreement or as otherwise provided herein. Termination shall not relieve Declarant of obligations arising from representations made prior to termination or obligations to indemnify for acts or omissions occurring prior to termination.

9. Notices

Notices to Declarant

Notices to Recipient

10. Amendments; Waiver

No amendment or modification of this Declaration will be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right will operate as a waiver of that right, nor will any single or partial exercise preclude other or further exercise.

11. Severability

If any provision of this Declaration is held invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired.

12. Governing Law; Jurisdiction

This Declaration shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located within that State for resolution of disputes arising under this Declaration.

13. Entire Agreement

This Declaration constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written, relating to the subject matter of this Declaration.

14. Counterparts

This Declaration may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures.

Acknowledgment

Each party acknowledges that it has read this Declaration, understands its terms, and has the authority to execute this Declaration on behalf of the party for which it signs.

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