Legal Non-US Person Detection Form

Legal Non-US Person Detection Form

This Legal Non-US Person Detection Form (the "Form") is entered into by and between Client Name: with Primary Address: and Subject Name: with Primary Address: .

RECITALS

WHEREAS, the Client requires accurate identification of the Subject's jurisdictional status for compliance, risk assessment, and contractual eligibility; and

WHEREAS, the Subject acknowledges that the Client relies on the representations and documentation provided by the Subject to determine whether the Subject is a Non-U.S. person for the Client's internal compliance, due diligence, and risk-management purposes; and

WHEREAS, the parties wish to record the Subject's jurisdictional status, supporting documentation, and the parties' respective obligations and remedies in the event of any misrepresentation.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Form, the following terms have the meanings set forth below:

"Non-U.S. Person" means an individual or entity that is not a citizen or resident of the United States and that is not otherwise treated as a U.S. person under applicable law or regulation for jurisdictional, tax, or compliance purposes.

"Beneficial Owner" means any natural person who ultimately owns or controls, directly or indirectly, an ownership interest in an entity or who ultimately controls a transaction or account, as determined in accordance with the Client's applicable policies.

2. SUBJECT IDENTIFICATION AND STATUS

Individual    Corporation    Partnership    Trust    Other:

I represent and warrant that I am a Non-U.S. Person.    I represent and warrant that I am a U.S. Person.

3. SUPPORTING DOCUMENTATION

The Subject must provide, and hereby represents that it has provided, true, complete and unaltered copies of documentation that evidence the Subject's status. Required documentation may include, without limitation, one or more of the following:

The Subject acknowledges that the Client may request certified translations or certified copies where necessary and that the Client may rely on the foregoing documentation in determining status.

4. BENEFICIAL OWNERSHIP

If the Subject is an entity, identify all natural persons who are Beneficial Owners and their percentage ownership or control. If more space is needed, attach an addendum and summarize below.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS

The Subject represents and warrants to the Client that, as of the date set forth below: (a) the information and documentation provided by the Subject are true, complete and correct in all material respects; (b) the Subject's status as indicated in Section 2 is accurate; (c) the Subject is not subject to any legal disability that would prevent it from executing this Form; and (d) the Subject will promptly notify the Client in writing of any change in facts or circumstances that would make any representation herein untrue or incomplete.

6. INDEMNIFICATION

The Subject agrees to indemnify, defend and hold harmless the Client and its affiliates and their respective officers, directors, employees and agents from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any misrepresentation, omission or breach of warranty contained in this Form or from the Subject's failure to provide timely notification of any change in status.

7. CONFIDENTIALITY AND USE OF INFORMATION

The Client will treat documents and information provided under this Form as confidential and will use such information only for bona fide compliance, due diligence, risk assessment, and recordkeeping purposes. The Client may disclose information if required by applicable law, regulation, subpoena, or court order, or to its professional advisors and service providers on a confidential basis.

8. SANCTIONS AND COMPLIANCE

The Subject represents that it is not a person or entity the Subject knows to be subject to trade, economic, or financial sanctions or embargoes under applicable law or regulation, and that it is not acting directly or indirectly for or on behalf of any such sanctioned person or entity. The Subject shall immediately notify the Client if it becomes subject to such sanctions.

9. NOTICES

All notices required or permitted under this Form shall be in writing and delivered by hand, nationally recognized courier, or certified mail to the addresses provided by the parties in this Form or to such other address as a party designates in writing. Notices are effective upon receipt.

10. AMENDMENTS, WAIVER, AND COUNTERPARTS

This Form may be amended only by a written instrument executed by both parties. No waiver of any provision of this Form will be effective unless in writing and signed by the party against whom the waiver is asserted. This Form may be executed in counterparts, each of which is an original and all of which together constitute one instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Form shall be governed by and construed in accordance with the laws of the jurisdiction selected below without regard to choice-of-law rules. Governing Jurisdiction:

This Form 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. If any provision of this Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. CERTIFICATION

The undersigned certifies, to the best of the undersigned's knowledge and belief, that the information provided in this Form is true, correct and complete. The undersigned understands that intentional misrepresentation of any material fact in this Form may give rise to civil and criminal liability under applicable laws and may result in contractual remedies by the Client.

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