Legal Conflict of Interest Contract

LEGAL CONFLICT OF INTEREST CONTRACT

This Legal Conflict of Interest Contract (the "Agreement") is entered into as of Effective Date: by and between Party A: , with principal place of business at , and Party B: , with principal place of business at .

RECITALS

WHEREAS, Party A and Party B (each a "Party" and collectively the "Parties") desire to undertake certain business activities and engagements that may give rise to actual or potential conflicts of interest between the personal, financial or other interests of officers, directors, employees, agents or affiliates and the interests of the Parties; and

WHEREAS, the Parties wish to establish a binding procedure for disclosure, review, mitigation and, where appropriate, waiver of Conflicts of Interest in order to preserve fiduciary responsibilities, compliance with law, and the integrity of their business relationship; and

WHEREAS, the Parties intend that material interests that reasonably could affect decision-making shall be disclosed promptly and managed consistent with the terms of this Agreement.

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

1. DEFINITIONS

For purposes of this Agreement:

(a) "Conflict of Interest" means any circumstance in which a Person's private interests, relationships, or financial holdings could reasonably be expected to influence or appear to influence such Person's independent judgment, duties or actions on behalf of a Party.

(b) "Interested Party" means any officer, director, partner, employee, agent, consultant or affiliate of a Party having a direct or indirect Material Interest in a transaction or decision under consideration.

(c) "Material Interest" means an ownership interest, compensatory relationship, business expectancy, debt obligation or other economic interest exceeding in value, or such other threshold as the Parties may agree in writing.

2. DUTY TO DISCLOSE

Each Party and each Interested Party shall promptly disclose to the other Party, in writing, any actual, potential or perceived Conflict of Interest of which they become aware. Such disclosure shall be made within days of discovery and shall describe the nature, parties, amount and anticipated duration of the conflict.

3. PROHIBITED ACTIVITIES

Without prior written disclosure and resolution in accordance with Section 4, no Interested Party shall: (a) participate in the negotiation, approval or supervision of any transaction in which such Interested Party has a Material Interest; (b) use Confidential Information for personal gain; or (c) solicit or accept any gift, consideration or benefit that could reasonably be expected to influence decision-making.

4. REVIEW AND RESOLUTION PROCEDURE

(a) Appointment of Compliance Officer: The Parties designate a Compliance Officer to receive disclosures, conduct an impartial review, and recommend mitigation. Compliance Officer: .

(b) Investigation: Upon receipt of a disclosure, the Compliance Officer shall investigate in a timely manner, provide the Interested Party an opportunity to respond, and prepare written findings and recommended measures to avoid, mitigate or manage the Conflict.

(c) Mitigation: Recommended measures may include recusal from decision-making, divestiture of the Material Interest, reassignment of duties, or other steps reasonably designed to eliminate or reduce the Conflict.

5. WAIVER

A Conflict of Interest may be waived only by the non-interested Party in writing after full disclosure and upon express findings that the waiver is in the best interests of the non-interested Party and does not violate applicable law. A waiver shall specify the nature of the Conflict and any conditions or limitations.

6. REMEDIES AND INDEMNIFICATION

If a Party or Interested Party fails to comply with this Agreement, the non-breaching Party shall be entitled to pursue all available remedies at law or equity, including injunctive relief, rescission of affected transactions, and damages. The breaching Party shall indemnify, defend and hold harmless the non-breaching Party from losses arising from the breach, subject to any limitation of liability agreed below: Liability Cap: .

7. CONFIDENTIALITY

All disclosures made pursuant to this Agreement shall be treated as Confidential Information of the disclosing Party. The receiving Party shall not use such information other than for the purpose of evaluating or resolving the Conflict, and shall protect such information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

8. RECORDS AND AUDIT

Each Party shall maintain complete and accurate records of disclosures, investigations, findings and any waivers for a period of at least years and shall permit the other Party or its designated auditor to inspect such records upon reasonable notice and during normal business hours.

9. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full corporate or organizational power and authority to enter into this Agreement and that the execution and performance of this Agreement will not violate any applicable law, rule, regulation, contract or fiduciary duty.

10. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in force for a period of years, unless earlier terminated by written mutual agreement or terminated for cause upon material breach, subject to survival of provisions that by their nature should survive termination.

11. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), nationally recognized overnight courier, or by electronic transmission with confirmation to the notice addresses provided above.

12. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both Parties. No failure or delay in exercising any right shall operate as a waiver of that right unless set forth in a written waiver signed by the waiving Party.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to choice of law principles.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. MISCELLANEOUS

The Parties acknowledge that any disclosure made in accordance with this Agreement shall not, in itself, constitute a breach if made in good faith. The Parties further acknowledge that this Agreement does not create any fiduciary relationship beyond existing duties imposed by law or separate agreement, except as expressly set forth herein.

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