Legal Reps and Certs Form

LEGAL REPRESENTATIONS AND CERTIFICATIONS FORM

This Legal Representations and Certifications Form (the form) is made effective as of by and between Client Name: , an entity type: Corporation LLC Individual , with principal address: and Counterparty Name: , an entity type: Corporation LLC Individual , with principal address: .

Recitals

WHEREAS, Client Name represents that it is duly organized and validly existing and has full corporate or legal power to execute and deliver this form and to perform its obligations hereunder;

WHEREAS, Counterparty Name represents that it has reviewed and is relying upon the representations and certifications contained in this form for the purpose of entering into the related transaction described as:

WHEREAS, the parties desire to set forth in writing certain representations, warranties and certifications to be relied upon in connection with the transaction.

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

1. Representations and Warranties of Each Party

1.1 Organization and Authority. Each party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, has full power and authority to enter into this form, and that execution, delivery and performance hereof have been duly authorized by all necessary corporate, partnership or other action.

1.2 No Conflicts. The execution, delivery and performance of this form will not (a) violate any provision of the organizational documents of such party, (b) conflict with or result in a breach of any material agreement or instrument to which such party is a party, or (c) violate any applicable law, judgment, order or decree.

1.3 No Litigation. Except as disclosed in writing to the other party, there is no action, suit, claim or proceeding pending or, to the knowledge of the representing party, threatened against such party that questions its authority to enter into this form or that would reasonably be expected to have a material adverse effect on such party's ability to perform its obligations.

1.4 Accuracy of Information. All written information, financial statements, schedules and materials furnished to the other party in connection with the transaction are true, complete and correct in all material respects as of the date furnished and do not omit to state any material fact necessary to make the information not misleading.

2. Certifications

2.1 Corporate and Tax Certifications. Each party certifies that, as of the date of signature, (a) it is in material compliance with all applicable tax obligations, (b) it is not currently subject to any material tax lien that would impair its performance, and (c) it is not a person or entity designated under any applicable sanctions or embargo laws.

2.2 Accurate Signatory Authority. The individual signing on behalf of each party certifies under penalty of perjury that the signatory is duly authorized to execute and deliver this form on behalf of the party and to bind the party to the representations, warranties and covenants contained herein.

Certification for additional matters (optional): Provide any additional certifications applicable to the transaction below.

3. Compliance With Laws

Each party agrees to comply with all applicable laws, rules and regulations in the performance of its obligations under this form, including, without limitation, laws relating to export controls, anti-corruption, anti-money laundering and data privacy. Each party shall obtain and maintain any licenses or authorizations required to perform its obligations, and will provide evidence of such compliance upon reasonable request.

4. Indemnification

Each party (the indemnitor) shall indemnify, defend and hold harmless the other party (the indemnitee) from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the indemnitor's representations, warranties or certifications contained in this form, except to the extent such losses result from the indemnitee's own gross negligence or willful misconduct.

5. Survival

All representations, warranties and certifications contained in this form shall survive the execution and delivery of any related transaction documents and shall remain in full force and effect for a period of one (1) year from the date hereof, except for representations that by their nature are intended to survive indefinitely, which shall survive for such longer period as required by law.

6. Remedies; Limitation of Liability

The remedies provided in this form are cumulative and not exclusive of any remedies provided by law. Except for indemnification obligations, neither party shall be liable to the other for consequential, incidental, punitive or special damages, except to the extent resulting from fraud, willful misconduct or gross negligence.

7. Notices

All notices, requests, demands and other communications required or permitted hereunder 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 to the other):

8. Amendments; Waiver

This form may be amended or supplemented only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of such right.

9. Governing Law

This form shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles.

10. Entire Agreement; Severability; Counterparts

This form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations. If any provision of this form is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect. This form 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. Execution

The individuals signing below hereby certify that they are authorized to sign on behalf of the respective parties and that the representations and certifications contained herein are true and correct as of the date of signature.

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