Legal Notice of Controllers

LEGAL NOTICE OF CONTROLLERS

This Legal Notice of Controllers ("Notice") is made as of Effective Date: by and between Client Name: with principal place of business at ("Notifier") and Controller Name: with principal place of business at ("Controller").

RECITALS

WHEREAS, Notifier is required under its corporate governance, regulatory obligations, and internal policies to identify and notify persons and entities that exercise material control, significant influence, or that otherwise act as controllers with respect to specified affairs of the Notifier; and

WHEREAS, Controller has been identified by the Notifier as a controller by virtue of exercising decision-making authority, voting power, ownership interest, or other material influence over the activities identified herein; and

WHEREAS, the parties desire to set forth the identification, scope of control, duties, and notice mechanisms applicable to the Controller.

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

1. DEFINITIONS

For purposes of this Notice the following definitions apply: "Controller" means a natural person or legal entity that alone or jointly with others determines the purposes and means of processing, administering, or directing activities described herein; "Effective Date" means the date set forth above; "Notified Matters" means the specific areas of authority, control, or decision-making power described in Section 2 below.

2. IDENTIFICATION OF CONTROLLERS

The Notifier hereby provides formal identification of the following controllers for the Notified Matters. The Controller acknowledges receipt of this identification.

3. SCOPE OF AUTHORITY

The Controller is identified as having authority with respect to the following Notified Matters. The Controller shall exercise such authority only in accordance with the Notifier's bylaws, written policies, and applicable law:

The Controller shall not rely on oral representations of authority and shall act only pursuant to documented delegations or as required by applicable corporate governance documents. Any material change to the scope of authority shall be documented in writing and delivered pursuant to Section 9 (Notices).

4. DUTIES, REPRESENTATIONS AND UNDERTAKINGS

The Controller represents and warrants that it has the requisite power and authority to accept the responsibilities set forth in this Notice and will:

1. act in good faith and in the best interests of the Notifier when exercising the Notified Matters;
2. comply with applicable laws, regulatory requirements and the Notifier's written policies in the exercise of control;
3. keep contemporaneous records of decisions and votes taken in connection with the Notified Matters and produce such records to the Notifier upon reasonable request;
4. not transfer, delegate, or assign the Controller's authority except as expressly permitted in writing by the Notifier.

5. CONFIDENTIALITY

The Controller shall treat as confidential all non-public information obtained in connection with the exercise of control. The Controller shall not disclose such information except (i) as required by law, (ii) pursuant to a court order, or (iii) with the Notifier's prior written consent. Any permitted disclosure shall be limited to the minimum necessary and the Controller shall notify the Notifier promptly when disclosure is compelled by law.

6. INDEMNITY AND LIMITATION OF LIABILITY

The Controller agrees to indemnify and hold harmless the Notifier from and against any losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from the Controller's gross negligence, willful misconduct, or material breach of this Notice. The parties agree that, except in cases of gross negligence or willful misconduct, liability shall be limited to an aggregate amount of USD.

7. RECORDS AND COOPERATION

The Controller shall permit the Notifier and its authorized representatives to inspect and copy records relating to the exercise of the Notified Matters upon reasonable prior notice and during normal business hours. The Controller shall cooperate in good faith with any internal or external review, audit, or investigation relating to matters under the Controller's authority.

8. TERM; TERMINATION

This Notice shall remain in effect from the Effective Date until terminated by mutual written agreement of the parties or upon thirty (30) days' written notice by the Notifier to the Controller. Termination of this Notice shall not affect obligations that have accrued prior to the effective date of termination, including confidentiality and indemnity obligations.

9. NOTICES

All notices, demands, or communications required or permitted under this Notice shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or such other address as a party may designate by notice in accordance with this Section.

10. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification, or waiver of any provision of this Notice shall be effective unless in writing and signed by both parties. A waiver of any default shall not be deemed a waiver of any subsequent default. This Notice 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.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Notice shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Notifier at the time of signing. If any provision of this Notice is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Notice constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements.

12. MISCELLANEOUS

The parties acknowledge that this Notice is for administrative and legal record-keeping purposes and is not intended to be an exhaustive delegation of authority. The existence of any conflict between this Notice and the Notifier's corporate charter, bylaws, or other governing instruments shall be resolved in favor of such governing instruments unless expressly provided otherwise in writing.

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