SOC2 Representation Agreement

SOC2 REPRESENTATION AGREEMENT

This SOC 2 Representation Agreement (the Agreement) is made as of by and between Service Provider: , with principal place of business at , and Recipient: , with principal place of business at .

RECITALS

WHEREAS, Service Provider engaged an independent licensed CPA or accounting firm (the Audit Firm) to perform a SOC 2 examination and to issue a SOC 2 report covering specified Trust Services Criteria for the period identified in the report (the SOC 2 Report); and

WHEREAS, Recipient has requested certain representations relating to the SOC 2 Report and Service Provider is willing to provide such representations, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to establish the conditions under which Recipient may rely on the SOC 2 Report and the respective responsibilities of the parties with respect to confidentiality, use, and any required cooperation with additional audit procedures.

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

1. DEFINITIONS

For purposes of this Agreement: "SOC 2 Report" means the report issued by the Audit Firm identified as dated covering the period . "Confidential Information" means the SOC 2 Report and any non-public information disclosed in connection with this Agreement.

2. SOC 2 REPORT AND REPORT TYPE

Service Provider represents that the SOC 2 Report was prepared by an independent licensed Audit Firm and that, to Service Provider's knowledge, the report accurately reflects the Audit Firm's examination and findings. The parties acknowledge the SOC 2 Report addresses the following report type(s): Type I Type II Additional description (if any):

3. REPRESENTATIONS AND WARRANTIES

Service Provider hereby represents and warrants to Recipient that, as of the dates of the SOC 2 Report and the Effective Date of this Agreement: (a) the SOC 2 Report was prepared in accordance with professional standards applicable to SOC 2 examinations; (b) the descriptions of systems and controls contained in the SOC 2 Report fairly present the system and controls covered by the examination; and (c) to Service Provider's knowledge, there have been no material adverse changes to the systems, processes, or controls described in the SOC 2 Report that would reasonably be expected to render the representations in the SOC 2 Report misleading in any material respect.

Recipient acknowledges that the SOC 2 Report is limited in scope and does not constitute a guarantee or warranty of future performance, availability, security, or compliance. Recipient's reliance on the SOC 2 Report is limited to the specific representations and the period expressly covered by the SOC 2 Report.

4. PERMITTED USES AND RESTRICTIONS

The SOC 2 Report may be used by Recipient solely for its internal risk assessment, due diligence, and compliance purposes related to Recipient's business relationship with Service Provider, and may be disclosed to Recipient's auditors, legal counsel, and regulators on a confidential, need-to-know basis. Recipient shall not distribute, publish, or otherwise disclose the SOC 2 Report to third parties except as expressly permitted by this Agreement or required by law.

Permitted recipients and scope of reliance:

5. CONFIDENTIALITY; LEGALLY COMPELLED DISCLOSURE

Recipient shall treat the SOC 2 Report as Confidential Information. Recipient shall take commercially reasonable measures to protect the SOC 2 Report from unauthorized disclosure, including limiting access to employees and advisors with a demonstrable need to know and entering into written confidentiality obligations binding such persons.

If Recipient is compelled by law, regulation, or court order to disclose the SOC 2 Report, Recipient shall (to the extent legally permitted) provide prompt written notice to Service Provider and cooperate reasonably with Service Provider to seek confidential treatment, a protective order, or other appropriate remedy. Any disclosure made pursuant to lawful compulsion shall be limited to the extent necessary and Recipient shall use reasonable efforts to obtain confidential treatment for such disclosure.

6. COOPERATION WITH AUDIT

Unless otherwise agreed, Recipient shall not request that the Audit Firm perform additional testing or procedures without Service Provider's prior written consent. If Recipient requires further audit procedures, the parties shall negotiate in good faith the scope, timing, and allocation of costs for such procedures and document those terms in a separate engagement letter.

Additional testing requirements or related comments:

7. LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for any consequential, incidental, special, punitive, or exemplary damages arising out of or related to this Agreement or the SOC 2 Report, regardless of theory of liability.

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claim, loss, or damage arising from the indemnifying party's breach of its representations, warranties, or confidentiality obligations under this Agreement. The indemnified party shall promptly notify the indemnifying party in writing of any claim and shall reasonably cooperate in the defense at the indemnifying party's expense.

Aggregate limitation on liability (if any):

8. TERM; SURVIVAL; TERMINATION

This Agreement shall commence on the Effective Date and continue for a period of one (1) year, unless earlier terminated by mutual written agreement or for material breach where the breaching party fails to cure within thirty (30) days of written notice. Notwithstanding termination, obligations that by their nature survive termination shall remain in effect, including confidentiality, indemnification, and limitations of liability.

9. NOTICES

10. MISCELLANEOUS

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state identified by the parties below without regard to its conflicts of law principles. Governing state:

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, both written and oral, relating to the SOC 2 Report and the matters contemplated herein.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be interpreted to give effect to the original intent of the parties to the fullest extent permitted by law.

Amendments and Waiver: No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties. A waiver of any breach shall not constitute a waiver of any subsequent breach.

Counterparts: This Agreement 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. Facsimile, electronic image or other reproduction of a signature shall be binding for all purposes.

CERTIFICATION

Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement, that the individual signing below is duly authorized to execute this Agreement on behalf of such party, and that execution and delivery of this Agreement and performance of its obligations hereunder do not violate any other agreement to which such party is bound.

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