Legal Status Questionnaire Form

Legal Status Questionnaire Form

This Legal Status Questionnaire Form is made effective as of between Requesting Party: with principal address and Respondent: with principal address (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Requesting Party requires accurate and complete information regarding the legal, corporate and regulatory status of Respondent to evaluate continuing business relationships, contractual compliance, and legal risk;

WHEREAS, Respondent agrees to provide truthful responses and supporting documentation as requested herein and to update such information promptly if material changes occur;

WHEREAS, the Parties desire to set forth the terms under which Respondent will supply the requested legal status information and the representations and certifications related thereto;

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

1. Questionnaire and Instructions

1.1 Respondent shall complete this Questionnaire in full and provide any requested exhibits within ten (10) business days of the Effective Date, unless otherwise agreed in writing. Statements, schedules and attachments submitted by Respondent are incorporated by reference and constitute responses for purposes of this Questionnaire.

1.2 Responses must be complete and accurate. If a question is inapplicable, mark "Not Applicable" and explain in the space provided.

2. Corporate and Entity Status

Corporation Limited Liability Company (LLC) Partnership Sole Proprietorship Other:

3. Ownership and Affiliates

3.1 Provide the names and ownership percentages of any direct or indirect owners holding 10% or more of the voting or equity interests of Respondent. Attach additional sheets as necessary.

3.2 List all affiliates, subsidiaries, and parent entities under common control with Respondent and describe the nature of the relationship.

4. Litigation, Claims and Judgments

Has Respondent been a party to any litigation, arbitration, governmental enforcement action, or administrative proceeding within the past five (5) years that is material to its business? Yes No

5. Insolvency, Bankruptcy and Financial Condition

5.1 Has Respondent filed for bankruptcy protection, been subject to receivership, or experienced any insolvency proceedings within the past seven (7) years? Yes No

6. Regulatory Compliance and Investigations

6.1 Is Respondent subject to ongoing regulatory investigation or enforcement that could materially affect its operations? Yes No

7. Sanctions, Export Controls and Restricted Parties

7.1 To the best of Respondent's knowledge, neither Respondent nor any of its owners or key officers is listed on any sanctions list or subject to trade or export control restrictions that would prohibit or materially restrict performance under existing or contemplated agreements. Yes No

8. Tax and Financial Reporting

Attach most recent audited financial statements or, if unavailable, most recent internally prepared financial statements. Indicate here if attached: Attached Not attached

9. Representations and Warranties

Respondent represents and warrants to Requesting Party that: (a) the information provided in this Questionnaire and accompanying documentation is true, complete and correct in all material respects as of the Effective Date; (b) Respondent has the full power and authority to provide the information and to make the certifications contained herein; and (c) there are no facts known to Respondent that are reasonably likely to have a material adverse effect on Respondent's ability to perform its obligations to Requesting Party.

10. Certification

The undersigned certifies, under penalty of law and to the best of their knowledge, information and belief, that the answers and statements contained in this Questionnaire are true, correct and complete, and that no material fact has been omitted. The undersigned further agrees to promptly notify Requesting Party of any material change in the information supplied herein.

11. Notices

All notices, requests, consents, claims, demands and other communications required or permitted under this Questionnaire must be in writing and delivered to the addresses set forth below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or electronic mail that is acknowledged by the recipient.

12. Governing Law; Miscellaneous

Governing Law: This Questionnaire shall be governed by and construed in accordance with the laws of the jurisdiction designated by Requesting Party in writing, without regard to conflict of law principles that would apply the laws of any other jurisdiction.

Entire Agreement: This Questionnaire, together with any attachments and written supplements, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings and agreements, whether written or oral.

Severability: If any provision of this Questionnaire is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as best to effect the Parties' intent.

Amendments and Waiver: Any amendment, modification or waiver of any provision of this Questionnaire must be in writing and signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

Counterparts: This Questionnaire may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be effective and binding.

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