Legal EIC Document

LEGAL EIC DOCUMENT

This Entity Identification and Certification (the "EIC") is made effective as of Effective Date: by and between Certifying Party: with principal address at and Recipient: with principal address at .

RECITALS

WHEREAS, Certifying Party is required to provide certain entity identification, ownership and authorization information to Recipient in connection with ongoing commercial dealings and regulatory compliance; and

WHEREAS, Recipient requires formal certification of the accuracy of such information and the authority of the signatory to bind Certifying Party to the representations and obligations set forth herein; and

WHEREAS, the parties desire to set forth certain representations, warranties, and obligations regarding the identification, use, and protection of the certified information.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

"Certified Information" means all entity identifying information, tax identification numbers, ownership and control details, authorization documents, and supporting materials delivered by Certifying Party to Recipient pursuant to this EIC.

"Beneficial Owner" means any natural person who, directly or indirectly, owns or controls the Certifying Party as set forth in Section 3.

2. CERTIFICATION

Certifying Party hereby certifies, represents and warrants to Recipient that: (a) the information set forth in the Certified Information is true, complete and correct in all material respects as of the Effective Date; (b) the tax identification number for Certifying Party is Tax Identification Number: ; and (c) there has been no material change to any certified fact since the Effective Date that has not been disclosed in writing to Recipient.

3. ENTITY TYPE AND OWNERSHIP

Corporation    Limited Liability Company    Partnership    Trust    Individual

Certifying Party shall promptly update Recipient in writing of any change in beneficial ownership, control, or entity structure that would alter any representation made in this EIC.

4. AUTHORITY AND DOCUMENTATION

Certifying Party represents that the individual signing below on behalf of Certifying Party is authorized to execute this EIC and to bind Certifying Party to its terms. Certifying Party will provide, upon request, certified copies of organizational documents, resolutions, powers of attorney, or other evidence of authority reasonably required by Recipient.

5. USE, RETENTION AND DISCLOSURE

Recipient may use the Certified Information solely for the purposes of evaluating, documenting, or complying with applicable legal, regulatory or contractual requirements. Recipient shall maintain reasonable administrative, technical and physical safeguards to protect the Certified Information from unauthorized access or disclosure consistent with industry standards.

Recipient may disclose Certified Information to its affiliates, legal advisors, auditors, and service providers to the extent necessary to accomplish the permitted purposes, provided that such parties are bound by confidentiality obligations at least as protective as those contained herein.

6. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Certifying Party represents and warrants that (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to enter into and perform this EIC; and (c) the execution, delivery and performance of this EIC will not violate or conflict with any material agreement, law or judicial order applicable to Certifying Party.

Certifying Party shall indemnify, defend and hold harmless Recipient, its affiliates and their respective officers, directors and employees from and against any losses, liabilities, damages, fines, penalties and expenses (including reasonable attorney fees) arising out of or resulting from any breach of the representations or warranties in this EIC or from any materially false, misleading or omitted information in the Certified Information.

7. CONFIDENTIALITY

Except as expressly permitted by this EIC, neither party shall disclose the other party's Confidential Information to any third party without prior written consent. Confidential Information shall not include information that is or becomes generally available to the public other than through a breach of this EIC, or that is lawfully obtained from a third party without restriction.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this EIC shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice in accordance with this Section.

9. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this EIC shall be effective unless in writing and signed by the party against whom enforcement is sought. A party's failure to exercise any right shall not constitute a waiver of that right. This EIC may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This EIC shall be governed by and construed in accordance with the laws of the Governing Jurisdiction: , without regard to its conflict of laws principles.

If any provision of this EIC is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This EIC constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

11. MISCELLANEOUS

Each party shall comply with applicable sanctions, anti-money laundering and anti-corruption laws in connection with the performance of this EIC. The obligations regarding confidentiality, indemnity and representations shall survive termination of this EIC for a period of two years, or longer if required by applicable law.

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