Remuneration Disclosure Agreement

REMUNERATION DISCLOSURE AGREEMENT

This Remuneration Disclosure Agreement (the "Agreement") is made as of Effective Date: by and between Company: a organized under the laws of , with principal place of business at (the "Company"), and Recipient: , a organized under the laws of , with principal place of business at (the "Recipient").

RECITALS

WHEREAS, Company has engaged Recipient to provide certain services and the parties anticipate that remuneration, fees, commissions, expenses, or other payments (collectively, "Remuneration") may be payable to Recipient or third parties in connection with such services; and

WHEREAS, Company requires timely, accurate and complete disclosure of any Remuneration that relates to or arises from Company engagements, transactions or relationships so as to ensure compliance with applicable law, internal policy and to permit verification of amounts paid; and

WHEREAS, Recipient agrees to disclose and certify the Remuneration described below and to provide documentation supporting such Remuneration under the terms set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for 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 Agreement: "Remuneration" means all monetary and non-monetary compensation, including but not limited to fees, commissions, bonuses, reimbursements, equity instruments, retainers, success fees, or other transfers of value paid, payable, or promised to Recipient or any Payee in connection with Recipient's engagement with Company; "Payee" means any person or entity that receives Remuneration; "Documentation" means original invoices, receipts, contracts, bank records, wire confirmations and other primary records supporting the Remuneration.

2. DISCLOSURE OBLIGATIONS

2.1 Obligation. Recipient shall disclose to Company all Remuneration that is related to services performed for Company or that arises from interactions with Company, whether paid to Recipient or to any Payee. Such disclosure shall be delivered in writing and shall include the details set forth in Section 3 below.

2.2 Timing. Recipient shall provide initial disclosure within days of the Effective Date and supplemental disclosures within days after any event giving rise to additional Remuneration.

3. SCHEDULE OF REMUNERATION

Recipient shall complete the following schedule for each instance of Remuneration. If additional space is required, attach additional sheets signed and dated by Recipient.

4. REPRESENTATIONS AND WARRANTIES

Recipient represents and warrants that: (a) the disclosures and Documentation provided to Company shall be true, complete and accurate in all material respects; (b) Recipient has not omitted any Remuneration that would reasonably be expected to be disclosed under this Agreement; (c) Recipient has the right to provide the Documentation and such disclosure does not violate any confidentiality obligation except as expressly permitted herein; and (d) to Recipient's knowledge, the Remuneration and the manner of payment comply with all applicable laws, rules and regulations.

5. CONFIDENTIALITY AND USE OF DISCLOSED INFORMATION

Company shall treat all non-public information delivered pursuant to this Agreement as Confidential Information and shall use such information solely for the purposes of compliance review, audit, internal reporting, and legal obligations. Company may disclose such information to its auditors, counsel, regulators or as compelled by law, provided Company uses reasonable efforts to notify Recipient prior to compelled disclosure when permitted. Confidential Information shall not include information that is or becomes publicly known other than through a breach of this Agreement.

6. COMPLIANCE WITH LAWS; ANTI-BRIBERY

Recipient covenants that all Remuneration was and will be provided in compliance with all applicable anti-bribery, anti-corruption and other laws. Recipient affirms that, to the best of its knowledge, no portion of the Remuneration constitutes an unlawful payment, kickback or improper benefit to any government official or private party in violation of law. Recipient shall promptly notify Company if it becomes aware of any circumstances indicating non-compliance.

Recipient certifies that, to the best of its knowledge, the disclosed Remuneration contains no prohibited or unlawful payments.

7. AUDIT AND VERIFICATION

Company shall have the right, upon reasonable notice and during normal business hours, to audit and inspect Recipient's books and records that relate to Remuneration. Recipient shall retain Documentation for a period of years following the relevant payment and shall promptly furnish copies upon request.

8. INDEMNIFICATION

Recipient shall indemnify, defend and hold harmless Company and its affiliates from and against any loss, liability, damage, cost or expense (including reasonable attorneys' fees) arising out of or resulting from any breach of Recipient's representations, warranties, covenants or disclosure obligations under this Agreement, including claims related to inaccurate or incomplete Remuneration disclosures.

9. REMEDIES

The rights and remedies of the parties under this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity, including injunctive relief to prevent unauthorized disclosure or misuse of disclosed information.

10. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall remain in effect until all obligations hereunder have been satisfied, unless earlier terminated by written agreement of the parties. Termination shall not relieve Recipient of obligations to indemnify or to provide disclosures for events that occurred prior to termination.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may provide by written notice in accordance with this Section.

12. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver thereof.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of laws principles.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

15. CERTIFICATION

By signing below, Recipient certifies that the information and Documentation provided pursuant to this Agreement are true, correct and complete to the best of Recipient's knowledge. Recipient acknowledges that any intentional misrepresentation or material omission may result in remedies including termination, indemnification, and pursuit of other legal remedies.

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