Legal Status Declaration

LEGAL STATUS DECLARATION

This Legal Status Declaration (Effective Date: ) is made and entered into by and between Declarant Name: , an entity of the following type: Corporation Limited Liability Company Partnership Individual/Proprietor , organized under the laws of , with principal place of business at (hereafter "Declarant"), and Recipient Name: , with principal place of business at (hereafter "Recipient").

RECITALS

WHEREAS, Recipient requires assurance regarding the legal status, tax classification, ownership and compliance attributes of Declarant for purposes of due diligence, contractual performance and regulatory compliance; and

WHEREAS, Declarant is willing to make certain declarations and representations about its legal and tax status, ownership and compliance matters to induce Recipient to enter into or continue commercial relations with Declarant; and

WHEREAS, the parties desire that such declarations be reduced to writing and relied upon by Recipient in its business records and compliance programs.

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

1. DECLARATION OF STATUS

1.1 Declarant hereby declares and certifies that, as of the Effective Date above, the following statements are true, correct and complete:

(a) Legal Form: Declarant is duly organized and validly existing under the laws of and has the legal capacity and authority to execute and perform its obligations under any agreements with Recipient.

2. REPRESENTATIONS AND WARRANTIES

2.1 Declarant represents and warrants that: (a) it has full authority to execute and deliver this Declaration and to perform the obligations herein; (b) the execution and performance will not violate its organizational documents or any agreement or law binding on Declarant; and (c) all information delivered to Recipient under this Declaration is true, complete and furnished in good faith.

2.2 Declarant further warrants that to the best of its knowledge there is no pending litigation, judgment, lien or enforcement action that would reasonably be expected to impair its ability to perform obligations to Recipient, except as disclosed here:

3. BENEFICIAL OWNERSHIP

3.1 Declarant certifies that the individuals and entities that are the ultimate beneficial owners, having greater than 25% ownership or control, are identified below. Declarant shall promptly update this information upon any change.

4. TAX CLASSIFICATION AND RESIDENCY

4.1 Declarant declares its tax classification for all applicable jurisdictions as: .

5. COMPLIANCE WITH LAWS AND SANCTIONS

5.1 Declarant represents that it is not currently subject to any sanctions, embargoes, or trade restrictions imposed by any competent authority that would materially impair its performance. If any such sanctions exist or are imposed during the term of the parties' dealings, Declarant will promptly notify Recipient.

5.2 Politically Exposed Person (PEP) status: Declarant confirms that it is not a PEP it is a PEP (if yes, describe relationship)

6. NOTIFICATION OF CHANGES

6.1 Declarant shall notify Recipient in writing within days of any material change to the information or representations provided in this Declaration.

7. INDEMNITY

7.1 Declarant agrees to indemnify, defend and hold harmless Recipient and its officers, directors and affiliates against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any inaccuracy in or breach of the representations and warranties contained in this Declaration.

8. CONFIDENTIALITY

8.1 The parties acknowledge that information exchanged under this Declaration may be confidential. Except as required by law, Recipient will use such information solely for permitted business and compliance purposes and will protect it with at least the same degree of care as it uses to protect its own confidential information.

9. NOTICES

9.1 Notices under this Declaration must be in writing and delivered to the party contact information set forth below. Notice is deemed given upon personal delivery, one business day after delivery to an overnight courier, or three business days after deposit in certified mail.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Any amendment or waiver of any term of this Declaration must be in a written instrument signed by both parties. Failure or delay to exercise any right does not operate as a waiver of such right. This Declaration may be executed in counterparts, each of which constitutes an original and all of which constitute one instrument.

11. GOVERNING LAW

11.1 This Declaration shall be governed by and construed in accordance with the laws of , without regard to conflicts of law principles.

12. ENTIRE AGREEMENT

12.1 This Declaration constitutes the entire understanding between the parties with respect to the matters addressed herein and supersedes all prior oral or written statements, understandings or agreements relating to such matters.

13. SEVERABILITY

13.1 If any provision of this Declaration is held invalid or unenforceable, the remaining provisions will continue in full force and effect and the parties shall negotiate in good faith a substitute provision that most nearly effects the parties' original intent.

SIGNATURES

The undersigned, each duly authorized, hereby certifies under penalty of perjury that the information set forth in this Declaration is true and correct and that they have authority to bind the party for which they sign.

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