Legal Conflict of Interest Annex

LEGAL CONFLICT OF INTEREST ANNEX

This Legal Conflict of Interest Annex (Annex) is entered into as of Effective Date: by and between Company Name: with its principal address at and Covered Person Name: , Title/Role: (each a Party and collectively the Parties).

RECITALS

WHEREAS, the Parties are bound by a principal agreement titled dated (the Agreement), and this Annex is incorporated into the Agreement to address conflicts of interest arising from activities covered by that Agreement;

WHEREAS, the Parties wish to establish objective procedures for identification, disclosure, review and mitigation of actual or potential conflicts of interest in order to protect the integrity of business decision-making and to ensure compliance with applicable fiduciary duties and contractual obligations;

WHEREAS, the Parties agree that the existence of a conflict of interest does not necessarily constitute a breach if disclosed and appropriately managed in accordance with the terms of this Annex;

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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 the purposes of this Annex, the following terms shall have the meanings set forth below:

"Conflict of Interest" means any circumstance, relationship, or financial interest that could reasonably be expected to compromise, or appear to compromise, a Party's impartiality, objectivity or duty of loyalty in performance under the Agreement, including but not limited to: ownership interests, employment, consulting relationships, directorships, and close family or romantic relationships.

2. DUTY TO DISCLOSE

Each Party shall promptly disclose in writing to the other Party any actual or potential Conflict of Interest that arises or becomes known during the term of the Agreement. Such disclosure shall be made no later than business days after discovery and shall include a detailed written statement describing the nature, parties, and potential impact of the conflict.

3. PROHIBITED INTERESTS

Without prior written approval by the Non-Conflicted Party, the following interests are prohibited where they would materially impair the performance of contractual duties:

- Ownership of more than of any competitor, supplier or customer; or
- Simultaneous engagement in a managerial or fiduciary role with a competitor; or
- Participation in decision-making that would result in direct material benefit to the Covered Person or an affiliated entity without disclosure and mitigation.

4. REVIEW AND MITIGATION

Upon receipt of a disclosure, the Non-Conflicted Party shall reasonably investigate and, if necessary, require mitigation measures which may include recusal from specific matters, divestiture, limitation of access to information, or other measures designed to eliminate or reduce the conflict to an acceptable level. Mitigation measures shall be documented in writing and approved by the Parties.

5. PROCEDURE FOR FILING

Disclosures shall be submitted to the designated compliance officer or other contact identified in the Notices section below using the Disclosure Statement form prescribed by the Parties. The disclosure shall include any supporting documentation reasonably necessary for evaluation.

6. CONFIDENTIALITY

All disclosures, investigations and mitigation materials exchanged under this Annex shall be treated as Confidential Information under the Agreement. Disclosure to third parties is prohibited except as required by law or as necessary to implement mitigation measures, and then only after reasonable notice to the other Party.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has made a diligent inquiry into known facts that could give rise to a Conflict of Interest; (b) all information provided under this Annex is true, complete and accurate to the best of its knowledge; and (c) it will supplement disclosures promptly if additional relevant facts become known.

8. INDEMNIFICATION

A Party that knowingly or recklessly fails to make required disclosures or to comply with approved mitigation measures shall indemnify and hold harmless the other Party from any direct damages, losses, costs or expenses resulting from such breach, subject to the limitations and exclusions set forth in the Agreement.

9. NOTICES

All notices required or permitted under this Annex shall be provided in writing to the contacts designated below and shall be effective upon receipt as provided in the Agreement.

10. AMENDMENTS; WAIVER; COUNTERPARTS

This Annex may be amended only by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver. This Annex may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT; SEVERABILITY

This Annex, together with the Agreement, constitutes the entire understanding between the Parties with respect to the subject matter hereof. If any provision of this Annex is held invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

ADDITIONAL ACKNOWLEDGEMENTS

The Parties acknowledge that they have read this Annex, understand its terms, and have authority to bind the entities they represent. The Parties further agree to cooperate in good faith in implementing the procedures set forth herein.

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