Legal Conflict of Interest Policy

LEGAL CONFLICT OF INTEREST POLICY

This Legal Conflict of Interest Policy (Effective Date: ) is adopted by and entered into between Company Name: and Other Party Name: (collectively, the Parties). The Parties hereby agree to the terms set forth in this Policy regarding the identification, disclosure, review and management of actual, potential or perceived conflicts of interest affecting legal services, decisions, or fiduciary duties.

RECITALS

WHEREAS, the Parties recognize the need to preserve the integrity, impartiality, and professional independence of legal advice and decision-making provided by or on behalf of the Parties; and

WHEREAS, conflicts of interest may arise from financial interests, familial or personal relationships, outside employment, board service, or other affiliations that could reasonably be expected to influence judgment or create an appearance of impropriety; and

WHEREAS, the Parties desire to establish uniform procedures for disclosure, review, management and, where necessary, elimination of such conflicts to protect the Parties' legal positions and reputations.

N O W , T H E R E F O R E, in consideration of the mutual promises contained herein and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Policy: (a) "Conflict of Interest" means any circumstance that could materially affect or reasonably appear to affect an individual's or entity's independent judgment in providing legal advice or performing legal duties; (b) "Disclosing Party" means any individual or entity required to disclose under Section 3; and (c) "Designated Officer" means the person responsible for administering and enforcing this Policy, as set forth below.

2. SCOPE

This Policy applies to all directors, officers, employees, contractors, external counsel and other agents of the Parties who participate in legal decision-making or receive confidential legal information (collectively, "Covered Persons"). Covered Persons shall comply with the disclosure and management obligations set forth herein whenever an actual, potential or perceived Conflict of Interest exists.

3. DUTY TO DISCLOSE

Covered Persons shall promptly disclose in writing to the Designated Officer any interest, relationship, or circumstance that actually creates, may create, or could reasonably be perceived to create a Conflict of Interest, including but not limited to: financial interests (direct or indirect); employment or consultancy with parties adverse to the Parties' interests; board or committee service for related entities; or family or close personal relationships with individuals involved in matter(s) of legal significance.

4. TIMING OF DISCLOSURE

Disclosure must be made as soon as practicable after the Covered Person becomes aware of the potential Conflict. Where a Covered Person is engaged in a matter, disclosure shall be made within days of awareness of the conflict.

5. REVIEW AND DETERMINATION

Upon receipt of a disclosure, the Designated Officer shall review the disclosure and, where appropriate, consult with independent legal counsel or a committee established for that purpose. The Designated Officer will determine whether a Conflict exists, and if so, will prescribe measures to manage, mitigate, or eliminate the Conflict. Determinations shall be documented in writing and retained pursuant to Section 12.

6. MANAGEMENT MEASURES

Management measures may include but are not limited to: recusal from decision-making; reassignment of matter responsibility; implementation of information barriers; divestiture of conflicting financial interests; or termination of conflicting outside engagements. The Parties may require periodic certification that prescribed measures remain in effect.

7. PROHIBITED CONDUCT

No Covered Person shall: (a) participate in legal advice, negotiation, or representation where the Covered Person has an undisclosed Conflict of Interest; (b) accept gifts or benefits intended to influence legal judgment; or (c) direct or permit another to perform services in a manner that conceals a Conflict of Interest. Violations may result in disciplinary action up to and including termination.

8. GIFTS, HOSPITALITY AND OUTSIDE INTERESTS

Gifts, hospitality or other benefits having a monetary value or that create an appearance of impropriety must be disclosed. Outside employment, investments and board service that could reasonably affect legal judgment must be disclosed and, when necessary, managed in accordance with this Policy.

9. REPORTING, INVESTIGATION AND REMEDIAL ACTION

Reports of suspected noncompliance shall be submitted to the Designated Officer. The Designated Officer shall conduct a prompt, impartial investigation and recommend remedial actions, which may include corrective discipline, reimbursement, or other equitable remedies. The Parties shall cooperate in any such investigation.

10. CONFIDENTIALITY

All disclosures, investigative materials and determinations made under this Policy will be maintained confidentially to the fullest extent consistent with legal obligations and the need to investigate and remedy conflicts. Unauthorized disclosure of such materials is prohibited and may result in disciplinary action.

11. RECORDKEEPING

The Designated Officer shall maintain a written log of all disclosures, determinations, management plans and related documentation for a period of years from the date of the determination, or longer as required by applicable law.

12. TRAINING

The Parties shall ensure that Covered Persons receive periodic training regarding this Policy, including examples of conflicts, disclosure procedures, and the consequences of noncompliance. Attendance records and training materials shall be retained by the Designated Officer.

13. ENFORCEMENT AND SANCTIONS

Violations of this Policy will be subject to disciplinary measures proportionate to the nature of the violation, including counseling, formal reprimand, suspension, termination of engagement, reimbursement of ill-gotten gains, or referral for civil or criminal prosecution where appropriate.

14. AMENDMENTS; WAIVER

This Policy may be amended only by written agreement of the Parties or by the written action of the designated governance authority. Any waiver of a provision of this Policy must be in writing and signed by the Designated Officer or other authorized representative; no oral waiver shall be effective.

15. NOTICES

All notices required or permitted under this Policy shall be in writing and delivered to the addresses set forth below by hand delivery, nationally recognized overnight courier, or certified mail (return receipt requested).

16. GOVERNING LAW

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

17. ENTIRE AGREEMENT

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

18. SEVERABILITY

If any provision of this Policy is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the Parties shall negotiate in good faith to substitute a valid provision that most closely achieves the original intent.

MISCELLANEOUS

The headings in this Policy are for convenience only and shall not affect the interpretation of any provision. No failure or delay by any Party in exercising any right under this Policy shall operate as a waiver of that right.

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