Legal Trade Disclosure Form

LEGAL TRADE DISCLOSURE FORM

This Legal Trade Disclosure Form ("Form") is made and entered into as of Effective Date: by and between Discloser Name: , located at Discloser Address: , and Recipient Name: , located at Recipient Address: .

RECITALS

WHEREAS, Discloser conducts trade and commercial activities that may involve third-party relationships, commissions, fees, or other compensation arrangements (collectively, "Trade Relationships"); and

WHEREAS, Recipient requires disclosure of certain facts and material relationships to evaluate, document and comply with internal controls, contractual obligations and applicable law relating to such Trade Relationships; and

WHEREAS, the parties wish to set forth Discloser’s current disclosures and the parties' mutual understandings regarding use, confidentiality and consequences of such disclosed information.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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 Form, the following definitions apply: "Trade Relationship" means any commercial arrangement, contract, commission, referral fee, equity interest, agency, brokerage or other economic relationship between Discloser and any third party relating to the goods or services described in this Form. "Material Conflict" means any existing or reasonably foreseeable circumstance that would materially impair the impartiality, performance or fiduciary duties of either party. "Confidential Information" has the meaning set forth in Section 4 below.

2. Disclosure Obligations

Discloser hereby discloses the following Trade Relationships, material terms thereof, and any persons or entities who are beneficial owners or representatives with respect to such relationships. Discloser warrants that the information provided is true, complete and correct to the best of Discloser’s knowledge as of the date of this Form.

Has Discloser received or agreed to any commission, referral fee, equity interest, success fee or other compensation in connection with the disclosed Trade Relationships? Yes No

3. Conflicts of Interest and Materiality

Discloser affirms that, aside from those Trade Relationships set forth above, there are no known Material Conflicts that would impair Discloser’s ability to perform obligations or to provide unbiased information. If any Material Conflict exists or arises, Discloser shall promptly notify Recipient in writing. Material Conflict exists No Material Conflict

4. Confidentiality; Use Restrictions

All disclosures made under this Form shall be treated as Confidential Information of Discloser. Recipient shall: (a) use Confidential Information solely for the evaluation or performance of the parties' business relationship; (b) restrict access to employees, agents and advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein; and (c) not disclose Confidential Information to third parties except as required by law, regulation or court order and then only after providing prompt written notice to Discloser where permitted. Confidential Information does not include information that (i) is or becomes generally known to the public through no breach by Recipient, (ii) was lawfully in Recipient’s possession prior to disclosure, or (iii) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information.

5. Compliance with Laws

Each party represents and warrants that it will comply with all applicable laws, regulations and industry standards in connection with the matters disclosed herein, including without limitation anti-corruption, anti-bribery, export control and trade sanction laws. Discloser certifies that neither it nor any person or entity identified in this Form is listed on any governmental or international prohibited parties list to the knowledge of Discloser.

6. Recordkeeping; Audit

Discloser shall retain records supporting the disclosures made in this Form for a period of at least five (5) years from the Effective Date. Upon reasonable prior notice and during normal business hours, Discloser shall permit Recipient or Recipient’s designated auditor to inspect such records to verify the accuracy of the disclosures, provided that Recipient protects the confidentiality of any such records in accordance with Section 4.

7. Indemnification; Remedies

Discloser shall indemnify, defend and hold harmless Recipient from and against any losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any material inaccuracy in Discloser’s representations or any failure to disclose a Material Conflict as required by this Form. The remedies provided herein are cumulative and in addition to any rights or remedies available at law or in equity.

8. Notices

All notices required or permitted under this Form shall be in writing and delivered to the address set forth below or such other address as a party may designate by notice. Notices shall be deemed given upon personal delivery, one (1) business day after delivery to a nationally recognized overnight carrier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

9. Amendments; Waiver; Counterparts

This Form may be amended or supplemented only by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this Form will operate as a waiver of that right, nor will any single or partial exercise preclude other or further exercise of that right. 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. Signatures transmitted by electronic means shall be binding.

10. Governing Law; Entire Agreement; Severability

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. This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements. If any provision of this Form is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. Certifications

The undersigned representative of Discloser certifies under penalty of perjury that the information provided in this Form is true, accurate and complete to the best of such representative’s knowledge and belief, and that the signer is authorized to make these disclosures on behalf of Discloser.

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