Legal Non-Reg Branch Declaration

LEGAL NON-REG BRANCH DECLARATION

This Legal Non-Reg Branch Declaration (the Declaration) is made as of Effective Date: by and between Declarant Name: , a legal entity organized under the laws of with principal place of business at (Declarant), and Recipient Name: , located at (Recipient).

RECITALS

WHEREAS, Declarant intends to operate a branch identified as Branch Name/ID: located at Branch Address: (the Branch); and

WHEREAS, Declarant represents that the Branch will not engage in activities that would require registration, licensing or direct prudential supervision under the laws or regulatory framework of the jurisdiction in which the Branch operates, except as expressly described in this Declaration; and

WHEREAS, Recipient requires a written declaration of the Branch's non-regulated status and the limitations on the Branch's permitted activities.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DECLARATION OF STATUS

1.1 Declarant hereby declares and warrants that, as of the Effective Date, the Branch is a non-regulated branch for the purposes of the applicable local laws and regulations of the jurisdiction where the Branch is located. For the avoidance of doubt, non-regulated branch status means that the Branch will not carry out activities that would, under local law, require the Branch itself to be separately licensed, registered, or otherwise subject to direct prudential regulation.

1.2 Declarant affirms that the Branch will not, without prior written notice to Recipient and any required approvals, engage in the following activities: (a) acceptance of consumer deposits or demand deposits payable to the public; (b) provision of custodial trust services for the public; (c) underwriting, dealing in, or distributing regulated securities except as permitted under an existing license held by Declarant; or (d) any insurance underwriting or insurance distribution activities that would require separate local licensing.

2. PERMITTED ACTIVITIES; LIMITATIONS

2.1 The Branch is authorized to perform the following activities, subject to the restrictions of this Declaration:

Advisory services and information sharing
Administrative, back-office and support functions
Marketing and sales support where no regulated transactions occur
Other (describe in Activity Description below)

3. REPRESENTATIONS AND WARRANTIES

3.1 Declarant represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has full power and authority to execute, deliver and perform this Declaration; and (c) this Declaration constitutes a legal, valid and binding obligation of Declarant enforceable against it in accordance with its terms.

3.2 Declarant further represents that, to the best of its knowledge, the facts stated in this Declaration are true and that no material regulatory action or order currently prohibits the Branch from operating as described herein.

4. COMPLIANCE AND NOTICE OBLIGATIONS

4.1 Declarant shall maintain all records necessary to demonstrate compliance with the limitations and representations contained in this Declaration and shall produce such records upon reasonable written request by Recipient or any competent authority to the extent required by law.

4.2 If at any time the Branch commences any activity that may reasonably be expected to alter its non-regulated status, or if Declarant becomes aware of any fact or circumstance that could reasonably be expected to result in a regulatory finding that the Branch is regulated, Declarant shall promptly notify Recipient in writing and, if required by applicable law, the relevant authorities.

5. INDEMNITY

5.1 Declarant shall indemnify, defend and hold harmless Recipient and its officers, directors and agents from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorney fees) arising out of or resulting from (a) any breach of Declarant's representations or warranties in this Declaration; or (b) any misrepresentation concerning the Branch's regulatory status or activities.

6. RECORDS; INSPECTION

6.1 Declarant shall retain books, records and supporting documentation related to the Branch's activities for a period of not less than five (5) years and shall permit Recipient, upon reasonable prior written notice, to inspect such records during normal business hours for purposes reasonably related to confirming compliance with this Declaration.

7. CONFIDENTIALITY

7.1 Each party shall keep confidential all non-public information received from the other party in connection with this Declaration, except to the extent disclosure is required by law, regulation or order of a court or competent authority, provided that the disclosing party gives prompt notice to the other party of such required disclosure where legally permitted.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Declaration shall be in writing and delivered to the addresses below by certified mail, courier, or personal delivery, or to such other address as a party may designate by written notice to the other party.

9. AMENDMENTS; WAIVER; COUNTERPARTS

9.1 No amendment or modification of this Declaration shall be effective unless in writing and executed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this Declaration shall constitute a waiver of that right.

9.2 This Declaration 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.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

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

10.2 Severability. If any provision of this Declaration is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the invalid provision will be reformed only to the extent necessary to make it valid and enforceable.

10.3 Entire Agreement. This Declaration, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, relating to such subject matter.

11. MISCELLANEOUS

11.1 Assignment. Neither party may assign its rights or obligations under this Declaration without the prior written consent of the other party, except that Declarant may assign to an affiliate or in connection with a sale of substantially all of Declarant's assets without such consent.

11.2 Remedies. The rights and remedies provided in this Declaration are cumulative and are in addition to any rights or remedies provided by law or equity.

CERTIFICATION

The undersigned authorized officers of Declarant and Recipient each certify that they are duly authorized to execute this Declaration on behalf of their respective parties and that the statements, representations and warranties contained herein are true and correct to the best of their knowledge as of the Effective Date.

Sign Now