Legal Conflict of Interest Document

Legal Conflict of Interest Disclosure and Acknowledgment

This Legal Conflict of Interest Disclosure and Acknowledgment (the Agreement) is made effective as of by and between Disclosing Party: with principal address , and Receiving Party: with principal address .

RECITALS

WHEREAS, Disclosing Party and Receiving Party have a relationship involving services, contracts, employment, fiduciary duties, and other professional interactions under which the potential for conflicts of interest may arise; and

WHEREAS, the parties seek to identify, disclose and resolve any actual, potential or perceived conflicts of interest that could affect the impartiality, judgment, or duties owed between the parties; and

WHEREAS, the parties desire to establish a procedure for disclosure, review, mitigation and, where necessary, waiver of conflicts of interest in order to protect their respective interests and maintain compliance with applicable legal and ethical obligations.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. Definitions

1.1 "Conflict of Interest" means any circumstance, interest, relationship, or activity that could reasonably be expected to impair or appear to impair an individual’s or entity’s impartiality, independence, or duty of loyalty to a party, including but not limited to financial interests, business relationships, familial relationships, employment, or other material connections.

1.2 "Material Interest" means an ownership, investment, employment, directorship, consulting arrangement, or other relationship having value that could influence decision-making or create a financial incentive relevant to the subject matter of the parties’ relationship.

2. Disclosure Obligations

2.1 Each party shall disclose to the other, in writing, any actual, potential or perceived Conflict of Interest of which it becomes aware. Initial disclosures required upon execution of this Agreement shall be made within calendar days of the effective date, and subsequent disclosures shall be made promptly upon discovery.

2.2 Disclosures shall include, as applicable: the identity of the interest-holder; the nature and estimated value of any Material Interest; relevant dates; the relationship of any immediate family members; and any steps already taken to mitigate the interest.

3. Prohibited Interests and Interim Conduct

3.1 The following categories, without limitation, constitute interests that are presumptively prohibited unless expressly waived in writing by the non-interested party or responsible authority: (a) direct ownership greater than five percent (5%) of a competing or contracting entity; (b) acceptance of gifts, gratuities or payments intended to influence a decision; (c) simultaneous employment by a direct competitor; and (d) participation in negotiations or decisions where the individual or entity stands to gain a Material Interest.

3.2 Pending resolution of any disclosed Conflict of Interest, the interested party shall refrain from participating in any decision-making, voting, or negotiation process that could be affected by the disclosed interest, unless expressly authorized in writing by the non-interested party.

4. Review, Determination and Waiver

4.1 Upon receipt of a disclosure, the Receiving Party shall conduct a timely, good faith review. The reviewing officer or committee shall be: , which shall render a written determination within calendar days, unless an extended review period is agreed in writing.

4.2 The reviewing party may: (a) require mitigation measures; (b) prohibit the interested party’s participation in specified matters; (c) require divestiture of the conflicting interest; or (d) grant a written waiver if the conflict is determined to be immaterial or is otherwise capable of being managed without prejudice to the non-interested party. Any waiver must be documented in writing and signed by an authorized representative.

5. Mitigation, Remedies and Enforcement

5.1 Remedies for non-disclosure or breach of the obligations herein may include rescission of the affected transaction, suspension of duties, termination of contract or employment for cause, repayment of benefits obtained as a result of the undisclosed interest, and any equitable relief necessary to protect the non-interested party. Remedies are cumulative and not exclusive.

6. Confidentiality of Disclosures

6.1 Except as required by law, regulation, or a court order, disclosures and documentation submitted under this Agreement shall be treated as confidential by the receiving party and shall only be used for the purpose of evaluating and resolving the disclosed Conflict of Interest. Confidential materials may be shared only on a need-to-know basis with personnel involved in the review or mitigation process.

7. Representations and Warranties

7.1 Each party represents and warrants that: (a) it has full authority to enter into this Agreement; (b) disclosures furnished are true, complete and made in good faith to the best of the disclosing party’s knowledge; and (c) it will comply with the disclosure, review and mitigation obligations set forth herein.

8. Notices

8.1 All notices or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand delivery, certified mail (return receipt requested), or overnight courier. Notices are effective upon receipt.

9. Amendments; Waiver; Counterparts

9.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

9.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. A facsimile or electronic copy of a signature shall be treated as an original for all purposes.

10. Governing Law; Entire Agreement; Severability

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws selected by the parties: State of , without regard to conflict of laws principles.

10.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to conflicts of interest and supersedes all prior or contemporaneous understandings, representations and agreements, whether written or oral.

10.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

11. Certifications

By executing this Agreement, each signing party certifies and acknowledges that they have read this Agreement, that the disclosures made herein are true and complete to the best of their knowledge, that they will comply with the obligations herein, and that knowingly providing materially false or misleading disclosures may subject the disclosing party to remedies set forth in Section 5 and to applicable legal penalties.

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