Terrorism Disclosure Agreement

TERRORISM DISCLOSURE AGREEMENT

This Terrorism Disclosure Agreement (the "Agreement") is made effective as of the day of , by and between Party A: having its principal place of business or residence at ; and Party B: having its principal place of business or residence at . Each of the foregoing parties is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties wish to confirm representations, warranties and covenants regarding compliance with applicable anti-terrorism, anti-money laundering and economic sanctions laws and to provide for disclosures in the event of any material connection to persons or entities associated with terrorism, designated terrorist organizations, or sanctioned persons ("Prohibited Persons");

WHEREAS, the Parties acknowledge that a Party's failure to disclose material associations with Prohibited Persons may expose the other Party to regulatory, civil or criminal liability, and the Parties desire contractual protections against such exposures;

WHEREAS, the Parties intend by this Agreement to specify the manner and timing of disclosures, the scope of permitted inquiries and the remedies available for breaches of the representations and covenants contained herein.

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

1. DEFINITIONS

1.1 "Designated Authority" means any governmental or regulatory authority empowered to impose sanctions, designate terrorist organizations or require anti-terrorism or anti-money laundering compliance in the jurisdiction applicable to a Party.

1.2 "Prohibited Person" means (a) any person or entity designated by a Designated Authority as engaging in terrorism or terrorism financing; (b) any person or entity owned 50% or more by a designated person; or (c) any person or entity with whom a Party is prohibited from transacting under applicable sanctions laws.

2. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other as of the Effective Date and continuing throughout the term of this Agreement that:

(a) it is not a Prohibited Person and, to the best of its knowledge after reasonable inquiry, no Affiliate, beneficial owner, director, officer, or person exercising control over it is a Prohibited Person;

(b) it will not use any funds or property in connection with the transactions contemplated by this Agreement to fund, facilitate, or support terrorism, terrorist activities, or persons known to support terrorism;

(c) it has implemented policies and procedures reasonably designed to comply with applicable anti-terrorism, anti-money laundering and sanctions laws and will maintain such policies and procedures while this Agreement remains in effect.

3. DISCLOSURE OBLIGATIONS

3.1 Prompt Disclosure. If at any time a Party becomes aware that it, any of its Affiliates, beneficial owners, directors, officers or persons exercising control over it may be a Prohibited Person or have a material association with a Prohibited Person, such Party shall notify the other Party in writing no later than days from the date of such awareness and shall provide a detailed written disclosure describing the nature of the association and any steps taken to remediate or mitigate risk.

3.2 Contents of Disclosure. A disclosure under Section 3.1 must include: the identity of the person or entity involved; the basis for belief that such person or entity is a Prohibited Person; the nature and duration of any relationship; and any supporting documentation reasonably requested by the non-notifying Party.

4. COVENANTS

4.1 Compliance. Each Party covenants that it will comply with all applicable anti-terrorism, anti-money laundering and sanctions laws and will permit reasonable inquiries and audits by the other Party or its designated agents to verify compliance, provided that such inquiries do not unreasonably interfere with the conducting Party's business and are subject to the confidentiality protections of this Agreement.

4.2 Remedial Measures. If a Party discovers any actual or potential violation of Section 2 or 4.1, that Party shall take commercially reasonable remedial measures promptly and shall notify the other Party of such measures and their expected duration.

5. CONFIDENTIALITY

5.1 Treatment of Disclosures. Any disclosure made pursuant to Section 3 shall be treated as Confidential Information of the disclosing Party. The receiving Party may only use such information to evaluate compliance, perform due diligence and exercise its rights under this Agreement.

5.2 Permitted Disclosures. The receiving Party may disclose Confidential Information to its legal counsel, auditors or as required by a Designated Authority or order of a competent court, provided that the receiving Party gives prompt notice to the disclosing Party where permitted and reasonably cooperates to limit the scope of any compelled disclosure.

6. INDEMNIFICATION

6.1 Indemnity. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its Affiliates, officers, directors and employees (collectively, the "Indemnitees") from and against any and all losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) any breach of the representations, warranties or covenants in this Agreement by the Indemnifying Party; or (b) any willful violation by the Indemnifying Party of applicable anti-terrorism or sanctions laws.

6.2 Control of Defense. The Indemnitees shall have the right, at their option, to assume and control the defense of any claim subject to indemnification, provided that the Indemnifying Party shall not be relieved of its indemnification obligations hereunder.

7. TERMINATION

7.1 Events of Termination. A material breach of Section 2 or a failure to make a required disclosure under Section 3 shall entitle the non-breaching Party to terminate this Agreement immediately upon written notice, in addition to any other remedies available at law or in equity.

7.2 Survival. The obligations of the Parties under Sections 5 (Confidentiality), 6 (Indemnification), 8 (Governing Law) and any other provisions reasonably necessary to enforce the Parties' rights shall survive termination or expiration of this Agreement.

8. GOVERNING LAW; REMEDIES; SEVERABILITY

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by the Parties:

8.2 Remedies. The remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity, including injunctive relief where appropriate to prevent a breach or remedy a violation of applicable sanctions or anti-terrorism laws.

8.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth in the opening paragraph or to such other address as a Party designates by written notice. Notices shall be deemed given when delivered by hand, by nationally recognized overnight courier, or three business days after deposit with the U.S. postal service, postage prepaid.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 Amendment. This Agreement may only be amended by a writing signed by both Parties.

10.2 Waiver. No delay or failure to exercise any right shall operate as a waiver of that right, and any waiver must be in writing signed by the waiving Party.

10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. MISCELLANEOUS

11.1 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 and understandings, whether written or oral, relating thereto.

11.2 Remedies Cumulative. Except as otherwise provided herein, rights and remedies are cumulative and not exclusive.

ENTITY TYPE AND CERTIFICATIONS

The Parties certify their entity type (check applicable):

Party A: Individual    Corporation    Partnership    Trust    Other:

Party B: Individual    Corporation    Partnership    Trust    Other:

ACKNOWLEDGMENT

Each Party acknowledges that it has read and understands this Agreement, has had the opportunity to obtain independent legal advice, and agrees that the representations, covenants and warranties contained herein are material and were a condition to the other Party entering into this Agreement.

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