Legal Conduct Policy

LEGAL CONDUCT POLICY

This Legal Conduct Policy (the Policy) is entered into as of by and between Company Name: with principal address and Representative Name: (Representative) with address . Company and Representative may be referred to herein individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Company operates in a regulated environment and requires consistent standards of legal and ethical conduct applicable to its employees, officers, directors, agents, and contractors; and

WHEREAS, Representative performs duties for Company and will have access to Confidential Information and may be involved in decisions or actions with legal consequences for Company; and

WHEREAS, the Parties desire to set forth the standards, reporting obligations, investigative procedures, and remedial measures that shall apply to conduct related to legal compliance, privilege, and professional responsibility.

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

1. DEFINITIONS

1.1 "Confidential Information" means non-public information concerning Company's business, legal matters, client information, proprietary processes, and other information reasonably understood to be confidential because of legend, nature, or circumstances of disclosure.

1.2 "Legal Matter" means any litigation, dispute, regulatory inquiry, internal investigation, arbitration, or compliance review in which Company may be a party or subject.

2. SCOPE AND APPLICABILITY

2.1 This Policy applies to Representative in connection with all activities performed for or on behalf of Company, whether performed on Company premises, remotely, or at third-party locations. Representative shall comply with this Policy at all times while engaged by Company.

2.2 Representative acknowledges that compliance with applicable law, Company policies, and the obligations set forth herein is a condition of continued engagement.

3. STANDARDS OF CONDUCT

3.1 Compliance with Laws. Representative shall comply with all applicable federal, state, and local laws, regulations, and judicial orders. Representative shall not knowingly assist Company or any third party in conduct intended to violate law or to conceal illegal activity.

3.2 Ethical and Professional Conduct. Representative shall perform duties with integrity, honesty, and due care, avoiding behavior that would reasonably be expected to harm Company’s reputation or legal position. Representative shall maintain professional independence in legal and quasi-legal matters where applicable.

3.3 Conflicts of Interest. Representative shall promptly disclose any actual or potential conflict of interest to Company’s compliance officer. Disclosure shall be made in writing to Compliance Officer Name: and Compliance Contact: .

4. CONFIDENTIALITY AND LEGAL PRIVILEGE

4.1 Representative acknowledges that certain communications and materials are subject to legal privilege and that Representative must preserve privilege and confidentiality except to the extent disclosure is authorized in writing by Company or required by law.

4.2 Representative shall not disclose Confidential Information except as necessary to perform duties for Company or as required by law, and Representative shall take reasonable steps to protect Confidential Information from unauthorized disclosure.

5. REPORTING, INVESTIGATION, AND NON-RETALIATION

5.1 Reporting. Representative shall report any suspected violation of this Policy, law, or Company procedure promptly to the Compliance Officer identified above or by using the Company’s internal reporting channels. Reports shall describe the nature of the allegation, dates, parties involved, and supporting facts.

5.2 Investigation. Company shall investigate reported matters in a timely, fair, and confidential manner. Representative agrees to cooperate fully in any investigation and to provide truthful information. Company may take interim protective measures during investigations.

5.3 Non-Retaliation. Company prohibits retaliation against individuals who report concerns in good faith or who cooperate in investigations. Any retaliatory conduct is a violation of this Policy and may result in disciplinary action.

6. DISCIPLINARY MEASURES

6.1 Violations of this Policy may result in corrective action up to and including termination of engagement, reimbursement of losses, forfeiture of compensation, and referral for civil or criminal prosecution where appropriate.

6.2 Determinations regarding disciplinary measures will be made in Company’s discretion following an appropriate investigation and subject to applicable employment or contractual protections.

7. TRAINING AND CERTIFICATION

7.1 Representative shall complete all required training related to legal compliance, privilege protection, and Company policies within the timeframes prescribed by Company. Representative shall certify completion below.

8. RECORDKEEPING AND AUDIT

8.1 Representative shall maintain records relating to duties under this Policy as required by Company and applicable law. Company or its designee may audit compliance with this Policy and request production of documents and records.

9. NOTICES

9.1 Any notice required or permitted under this Policy shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate in writing.

10. AMENDMENTS AND WAIVER

10.1 This Policy may be amended only by a written instrument executed by an authorized representative of Company and Representative. No waiver of any provision shall be effective unless in writing and signed by the Party waiving compliance.

11. GOVERNING LAW

This Policy shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 This Policy constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12.2 If any provision of this Policy is held to be unenforceable, illegal, or invalid in whole or in part, such provision shall be severed and the remainder of this Policy shall continue in full force and effect.

13. ACKNOWLEDGMENT

Representative acknowledges receipt of this Policy, has read and understands its terms, and agrees to comply fully. Representative further acknowledges that failure to comply may result in disciplinary action as set forth above.

I certify that I have read, understand, and will comply with the Legal Conduct Policy.

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