Supplier Legal Statement

SUPPLIER LEGAL STATEMENT

This Supplier Legal Statement ("Statement") is made as of Effective Date: by and between Supplier Name: , a , with principal place of business at ("Supplier") and Company Name: , with principal place of business at ("Company").

RECITALS

WHEREAS, Company and Supplier contemplate the purchase, sale or supply of goods and/or services described in Purchase Order or Contract Reference: ; and

WHEREAS, Company requires Supplier to provide certain assurances, certifications and representations concerning compliance, quality, and legal status as a condition to entering into commercial relations; and

WHEREAS, Supplier is willing to provide this Statement to confirm and warrant the matters set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Statement, the following terms shall have the meanings set forth below. "Confidential Information" means all non-public business, technical, commercial and financial information disclosed by a party that is designated as confidential or which a reasonable person would understand to be confidential. "Applicable Law" means all statutes, regulations, rules and ordinances of any governmental authority relevant to the performance of Supplier's obligations.

2. SCOPE OF STATEMENT

Supplier hereby certifies that the statements, representations and warranties contained in this Statement apply to all goods, parts, components, materials, software and services supplied to Company under the contract referenced above or any purchase order issued by Company during the term of the parties' commercial relationship.

3. REPRESENTATIONS AND WARRANTIES

Supplier represents and warrants to Company that, as of the Effective Date and at the time of delivery of any goods or performance of any services:

(a) Legal Existence and Authority: Supplier is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full power and authority to enter into and perform this Statement and any transactions contemplated hereby.

(b) Compliance with Laws: Supplier and its subcontractors shall comply with all Applicable Law, including but not limited to laws concerning labor and employment, environmental protection, export controls and sanctions, and product safety. Supplier shall obtain and maintain all permits, licenses and approvals necessary for performance.

(c) Anti-Corruption; No Improper Payments: Supplier has not, directly or indirectly, offered, authorized, given or agreed to give any financial or other advantage to any public official or private counterparty in order to obtain or retain business or secure any improper advantage in connection with performance. Supplier maintains policies and internal controls designed to prevent bribery or corruption.

(d) Conflicts of Interest: Supplier has disclosed to Company any relationships, interests or arrangements that reasonably could be expected to create a conflict of interest with Company. To the best of Supplier's knowledge, no principal, officer or employee of Supplier is an employee, agent or representative of Company with authority that would create a conflict of interest.

(e) Quality and Conformity: All goods and services supplied shall conform to the specifications, samples and standards set forth in the applicable order or contract, shall be merchantable, free from defects in design, material and workmanship and fit for their intended purpose.

(f) Non-Debarment: Supplier and its principals are not debarred, suspended, or otherwise ineligible for government procurement or contracting under any Applicable Law.

4. CERTIFICATIONS

Supplier expressly certifies the following by checking the applicable boxes and executing this Statement:

Supplier complies with all Applicable Law relevant to the manufacture, labeling, packaging and shipment of goods and provision of services to Company.

No officer, director, or employee of Supplier has been convicted of a crime that would reasonably be expected to impair Supplier's ability to perform in accordance with this Statement.

Supplier has not made any false claims or material misrepresentations to Company regarding its corporate status, financial condition, insurance coverage, or capabilities.

5. DATA PROTECTION AND CONFIDENTIALITY

Supplier shall implement and maintain appropriate technical and organizational measures to protect any personal data processed on behalf of Company against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access. Supplier shall process such personal data only in accordance with Company's written instructions and Applicable Law.

Supplier shall treat as Confidential Information all non-public information received from Company and shall not disclose such information except as necessary for performance or as required by Applicable Law, provided Supplier gives prompt notice to Company of any compelled disclosure.

6. INSURANCE; INDEMNITY

Supplier shall maintain and provide evidence of insurance coverage customary for the industry and sufficient to cover liabilities arising from Supplier's performance, including commercial general liability, product liability and workers' compensation as required by Applicable Law. Supplier shall indemnify, defend and hold harmless Company and its officers, directors and employees from and against any and all claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or relating to Supplier's breach of this Statement, negligence, willful misconduct, or violation of Applicable Law.

7. AUDIT AND RECORDS

Upon reasonable notice, Supplier shall permit Company, or an independent auditor designated by Company, to inspect and copy records, facilities and processes relevant to Supplier's performance and compliance with this Statement. Supplier shall retain records relating to Company transactions for a minimum of five (5) years following final delivery and shall make such records available upon request.

8. NOTICES

All notices required or permitted under this Statement shall be in writing and delivered to the addresses below (or such other address as either party may designate in writing):

9. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment to this Statement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other breach. This Statement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Statement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its choice-of-law rules. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for disputes arising hereunder.

This Statement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous communications, representations and agreements, whether oral or written. If any provision of this Statement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

11. SUPPLIER CONTACT FOR COMPLIANCE MATTERS

12. MISCELLANEOUS

Supplier acknowledges that Company may rely on the accuracy of the statements made in this Statement in deciding to enter into or continue commercial relations with Supplier. Supplier warrants that all information provided to Company in connection with this Statement is true, complete and accurate as of the Effective Date and will be promptly updated if any material change occurs.

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