Related Party Confirmation Form

RELATED PARTY CONFIRMATION FORM

Parties and Identification

Recitals

WHEREAS, Client Name: (the "Client") and Related Party Name: (the "Related Party") are parties to certain transactions, agreements and arrangements described herein.

WHEREAS, the parties wish to confirm the nature of their relationship, to disclose related-party transactions and to set forth terms governing the engagement and related payments.

WHEREAS, the parties desire that the confirmations, representations and covenants contained in this Related Party Confirmation Form (the "Agreement") be reduced to writing and relied upon by each party in the administration and execution of the engagement described below.

Scope of Work

Confirmation of Related-Party Status and Disclosures

The Related Party represents and warrants that the relationship between the parties is accurately described below and that all material facts related to the relationship and any transactions have been disclosed.

Director or officer of Client
Significant shareholder or equity owner
Affiliate, parent, subsidiary or sister entity
Family member of a principal or officer

Payment Terms

Total Payment Amount:

Late Payment Fee (if unpaid after due date):

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for cause upon written notice if the other party materially breaches any representation, covenant or obligation and fails to cure within 15 days following receipt of written notice of such breach.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential. Each party shall (a) use Confidential Information solely for purposes of performing obligations under this Agreement; (b) restrict access to Confidential Information to employees, agents or advisors with a need to know and who are bound by confidentiality obligations; and (c) not disclose Confidential Information to any third party without prior written consent of the disclosing party.

Confidentiality obligations shall remain in effect for years following termination or expiration of this Agreement, except as otherwise required by law or for information that becomes publicly available other than by breach of this Agreement.

Representations and Warranties

Each party represents and warrants that: (a) it has full authority to enter into this Agreement; (b) the execution and performance of this Agreement will not violate any agreement to which it is a party; and (c) it has disclosed all material relationships and potential conflicts of interest related to the transactions described herein.

The Related Party certifies that the disclosures above fully describe the nature and extent of the related-party relationship.
The signer certifies no other undisclosed material conflicts of interest exist.
The signer certifies that the information provided is complete and accurate to the best of their knowledge under penalty of perjury where applicable.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed under the laws of the State of without regard to its choice of law principles.

This Agreement, together with any attachments, exhibits or written schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

Remedies; Severability

The parties agree that a breach of confidentiality or a material misrepresentation may result in irreparable harm for which monetary damages may be inadequate; accordingly, the non-breaching party shall be entitled to injunctive relief in addition to any other remedies at law or in equity. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Acknowledgment

By signing below, each party acknowledges receipt of a copy of this Agreement, certifies the disclosures contained herein are true and complete, and authorizes the use of this Confirmation for the parties' internal records and reasonable compliance purposes.

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