Legal Prohibited Activities Form

LEGAL PROHIBITED ACTIVITIES FORM

This Legal Prohibited Activities Form (the Agreement) is entered into as of by and between Party A: (entity type: Individual Corporation LLC Partnership Other) with principal place of business at and Party B: (entity type: Individual Corporation LLC Partnership Other) with principal place of business at (each a Party and collectively the Parties).

RECITALS

WHEREAS, Party A and Party B desire to define and agree upon certain activities that are prohibited during the term of this Agreement in order to prevent conflicts of interest, protect confidential information, and preserve business relationships; and

WHEREAS, the Parties acknowledge that adherence to the prohibitions set forth herein is a material condition of their relationship and that violation may cause irreparable harm for which equitable relief and other remedies are appropriate; and

WHEREAS, the Parties desire to record in writing the specific categories of Prohibited Activities, disclosure and reporting obligations, and remedies for breach;

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: (a) "Prohibited Activities" means those conduct categories set forth in Section 2; (b) "Confidential Information" means non-public business, technical or financial information disclosed by one Party to the other; and (c) "Breach" means a material violation of this Agreement that is not cured within any applicable cure period.

2. PROHIBITED ACTIVITIES

The Parties agree that, during the Term set forth in Section 6, the following activities are expressly prohibited unless pre-approved in writing pursuant to Section 3:

3. EXCEPTIONS AND PRE‑APPROVAL

The Parties may grant written pre‑approval for specific activities otherwise prohibited hereunder. Any such pre‑approval must be recorded in writing, signed by authorized representatives of both Parties, and attached to this Agreement. Describe any pre‑approved activities below:

4. DISCLOSURE AND REPORTING OBLIGATIONS

Each Party shall promptly disclose to the other Party any actual or potential conflict of interest or suspected Prohibited Activity of which it becomes aware. Disclosures must be made in writing to the designated reporting contact and shall include a reasonably detailed description of the facts and supporting documentation.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement will not violate any other agreement to which it is a party; and (c) the individual executing this Agreement on its behalf is duly authorized to bind the Party.

6. TERM AND TERMINATION

This Agreement commences on the effective date set forth above and shall continue for a period of unless earlier terminated by mutual written consent or as provided herein. Termination shall not relieve either Party of obligations accrued prior to termination, including remedies for Breach.

7. COMPLIANCE, REMEDIES AND INJUNCTIVE RELIEF

Compliance with this Agreement is a material obligation. A Breach may result in injunctive relief, specific performance, monetary damages, and recovery of reasonable attorneys' fees and costs. The Parties agree that damages alone may be an inadequate remedy and that equitable relief is available in addition to other remedies.

8. CONFIDENTIALITY

All disclosures made under this Agreement that are designated as Confidential Information or that by their nature should be treated as confidential shall be subject to the confidentiality obligations of the Parties. Confidential Information shall not be used except as necessary to perform obligations under this Agreement.

9. AUDIT AND MONITORING

Each Party shall permit reasonable audits and inspections by the other Party or its designee to verify compliance with this Agreement, provided that any audit shall be conducted during normal business hours and with reasonable advance notice. Audit results that reveal a Breach shall be handled in accordance with Section 7.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement must be in writing and delivered to the Parties at the addresses set forth below or to such other address as a Party designates by written notice pursuant to this Section.

11. AMENDMENTS; WAIVER

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The failure of a Party to exercise any right shall not be deemed a waiver of that right.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties. The Parties may specify the governing jurisdiction below:

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether oral or written, relating to such subject matter.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall continue in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the Parties' original intent.

15. COUNTERPARTS

This Agreement 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.

ACKNOWLEDGMENT

Each Party acknowledges that it has read this Agreement, understands its terms, and has had the opportunity to seek independent legal counsel. The undersigned representatives represent and warrant that they are authorized to bind their respective Parties.

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