Legal Counterparty Request Form

LEGAL COUNTERPARTY REQUEST FORM

This Legal Counterparty Request Form is made effective as of by and between Requesting Party Name: and Counterparty Name: .

RECITALS

WHEREAS, Requesting Party seeks to obtain from Counterparty certain legal, organizational and compliance information for the purpose of evaluating, onboarding and maintaining the business relationship; and

WHEREAS, Counterparty is willing to deliver the information and documentation requested herein and to make the representations and certifications set forth below to facilitate due diligence and contracting; and

WHEREAS, the parties intend that the information provided shall be used by Requesting Party in connection with contract negotiation, credit review, compliance screening and related internal approvals.

NOW THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

1. DEFINITIONS

For purposes of this Form, "Confidential Information" means any non-public business, financial or legal information supplied by a party in connection with onboarding and diligence. "Documentation" means corporate formation documents, beneficial ownership records and identity documents identified in Section 4.

2. COUNTERPARTY INFORMATION

Corporation Limited Liability Company Partnership Sole Proprietor Trust Other

3. AUTHORIZED SIGNATORIES

List individuals authorized to execute binding agreements on behalf of Counterparty. Attach corporate resolutions where authority is delegated.

4. DOCUMENTATION PROVIDED

Counterparty shall attach or make available the following items. Check each item provided and attach the associated document where applicable.

Articles of Incorporation or Organization
Certificate of Good Standing
Corporate Resolution or Power of Attorney authorizing signatories
Beneficial Ownership Information / Ownership Chart
Government-issued ID for authorized signatories
Other (describe below)

5. REPRESENTATIONS AND WARRANTIES

Counterparty represents and warrants that as of the Effective Date: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has full corporate power and authority to execute and deliver this Form and to perform the obligations contemplated herein; (b) the information and documentation provided to Requesting Party are true, complete and not misleading in any material respect; and (c) there are no pending actions or governmental investigations that would reasonably be expected to impair Counterparty's ability to perform its obligations under any resulting agreement.

6. COMPLIANCE AND DUE DILIGENCE

Counterparty certifies that it complies with applicable anti-bribery, anti-corruption and sanctions laws. Counterparty shall promptly notify Requesting Party if any representation in this Form becomes untrue. Requesting Party may use the provided information to conduct background and sanctions screening, and Counterparty authorizes those checks to the extent permitted by law.

7. CONFIDENTIALITY AND USE OF INFORMATION

All information provided pursuant to this Form shall be treated as Confidential Information of the disclosing party. Requesting Party may disclose information internally to personnel and external advisors on a need-to-know basis for the purposes described herein, provided recipients are bound by confidentiality obligations no less protective than those imposed hereby. Confidential Information shall not be used for competitive purposes or disclosed to third parties except as required by law or as expressly permitted in writing by the disclosing party.

8. INDEMNITY

Counterparty agrees to indemnify, defend and hold harmless Requesting Party, its affiliates and their respective officers, directors and employees from and against any losses, liabilities, costs or expenses arising out of any breach of the representations, warranties or certifications made in this Form, or from any materially inaccurate or incomplete information provided in connection with this Form.

9. NOTICES

All notices under this Form shall be in writing and delivered to the addresses designated below. Notices are effective upon receipt when delivered in person, by nationally recognized courier or by electronic delivery to the designated email address with confirmation of receipt.

10. AMENDMENTS AND WAIVER

No amendment to this Form shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right, and a single or partial exercise of any right shall not preclude further exercise of that right.

11. GOVERNING LAW

This Form and any disputes arising out of or relating to it shall be governed by and construed in accordance with the laws of the jurisdiction identified by Requesting Party below, without regard to its conflicts of laws rules.

12. ENTIRE AGREEMENT

This Form constitutes the entire understanding between the parties with respect to the subject matter herein and supersedes all prior oral or written communications concerning onboarding and initial due diligence, except to the extent the parties subsequently execute a separate definitive agreement addressing the subject matter.

13. SEVERABILITY

If any provision of this Form 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.

14. COUNTERPARTS

This Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed to be original signatures for all purposes.

15. CERTIFICATION

By signing below, the undersigned certifies that he or she is authorized to provide the information set forth in this Form on behalf of the party identified and that the information and documents delivered in connection with this Form are true, complete and accurate to the best of the undersigned's knowledge.

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