Legal Vendor Assessment Form

LEGAL VENDOR ASSESSMENT FORM

This Legal Vendor Assessment Form is entered into as of Assessment Date: by and between Client Name: and Vendor Name: .

RECITALS

WHEREAS, Vendor provides services, products, or access to systems described as: and Client requires Vendor to demonstrate legal, regulatory and security compliance in connection with such engagement;

WHEREAS, Client requires information to assess litigation history, regulatory compliance, data protection practices, insurance coverage, and potential conflicts of interest of Vendor; and

WHEREAS, Vendor is willing to provide certifications, attestations and supporting information under the terms set forth in this Assessment Form.

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

1. DEFINITIONS

For purposes of this Assessment Form: "Confidential Information" means non-public information disclosed in any form that the disclosing party designates as confidential or that by its nature should reasonably be considered confidential. "Personal Data" means any information relating to an identifiable individual. "Assessment" means the responses, documents and certifications provided by Vendor in response to this form.

2. VENDOR REPRESENTATIONS AND WARRANTIES

Vendor represents and warrants that it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and that it has the corporate power and authority to enter into and perform this Assessment. Vendor further represents that the information provided in this Assessment Form is true, complete and correct to the best of Vendor's knowledge as of the Assessment Date.

Has Vendor been subject to any material litigation, regulatory enforcement, or settlement involving fraud, data privacy, export controls or corruption within the past five (5) years? Yes No

3. COMPLIANCE WITH LAWS AND REGULATIONS

Vendor warrants that it complies with all applicable laws, rules and regulations including, without limitation, anti-bribery and anti-corruption laws, export control and economic sanctions laws, and industry-specific regulations applicable to the services provided.

Export Controls / Sanctions: Vendor certifies that neither it nor any of its owners or key personnel are listed on any government or international sanctions list. Certified compliant Not compliant; explanation provided below

4. DATA PROTECTION & SECURITY

Vendor shall maintain appropriate administrative, technical and physical safeguards to protect Confidential Information and Personal Data, consistent with industry standards. Vendor shall promptly notify Client of any actual or suspected data breach affecting Client Data and shall cooperate in remediation and notification efforts.

5. INSURANCE

Vendor shall maintain insurance coverage sufficient to cover its liabilities arising from the engagement, including but not limited to commercial general liability, professional liability/errors & omissions and cyber liability insurance where applicable.

6. INDEMNIFICATION

Vendor agrees to indemnify, defend and hold harmless Client and its affiliates, officers, directors and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Vendor's breach of its representations, warranties or obligations under this Assessment; (b) Vendor's negligence or willful misconduct; or (c) any data breach or unauthorized disclosure of Client Data caused by Vendor or its personnel.

7. BACKGROUND CHECKS & CONFLICTS OF INTEREST

Vendor shall conduct appropriate background checks on personnel who will access Client systems or Confidential Information. Vendor certifies that, to the best of its knowledge, there are no material conflicts of interest between Vendor and Client that would impair Vendor's performance under the engagement.

8. SUBCONTRACTORS

Vendor shall not engage subcontractors to perform material obligations under the engagement without prior written notice to Client. Vendor remains responsible for all acts and omissions of its subcontractors.

9. AUDIT RIGHTS

Client, or an independent auditor engaged by Client, shall have the right, upon reasonable notice and during normal business hours, to inspect and audit Vendor's records, systems and processes relevant to performance of the services and compliance with this Assessment. Vendor shall reasonably cooperate and remediate any deficiencies identified in such audits.

10. TERMINATION; REMEDIES

Client may terminate any engagement with Vendor for material breach, violation of law, insolvency, or material security incident. Termination shall be without prejudice to any other rights or remedies available at law or in equity.

11. NOTICES

Notices under this Assessment shall be in writing and delivered to the addresses set forth below, or to such other address as either party may specify by notice in accordance with this section.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Assessment may be amended 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. This Assessment may be executed in counterparts, each of which shall be deemed an original.

13. GOVERNING LAW

This Assessment shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by Client: without regard to its conflicts of law rules.

14. ENTIRE AGREEMENT

This Assessment, together with any referenced attachments, exhibits and the definitive agreement between the parties, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations and understandings, whether written or oral.

15. SEVERABILITY

If any provision of this Assessment is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

CERTIFICATIONS

The undersigned authorized representatives of Vendor certify that the foregoing statements and any attachments are true, accurate and complete as of the date signed, that Vendor understands and accepts the obligations set forth above and that Vendor will promptly inform Client of any material change in the information provided.

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