Business Certificate Description

BUSINESS CERTIFICATE DESCRIPTION

This Business Certificate Description and General Business Agreement (the "Agreement") is made effective as of by and between (Issuer) and (Recipient).

RECITALS

WHEREAS, Issuer is authorized to prepare, maintain, describe, and issue descriptive documentation regarding business certificates and related corporate records, including but not limited to descriptions of certificate attributes, issuance data, and legal descriptions (the "Business Certificate");

WHEREAS, Recipient desires Issuer to prepare and deliver a formal Business Certificate Description for the business identified as with principal address , and to document the certificate identified as Certificate Number .

WHEREAS, the parties wish to set forth the terms under which Issuer will prepare, describe, and deliver the Business Certificate Description to Recipient.

CERTIFICATE DESCRIPTION DETAILS

SCOPE OF WORK

Issuer shall prepare a written Business Certificate Description that shall include: (a) the certificate title and number; (b) the factual issuance data and chain of custody to the extent reasonably available; (c) a legal description of certificate attributes and any restrictions or endorsements; (d) copies or references to supporting documentary materials where applicable; and (e) a concise statement of reliance limitations. Issuer will deliver the final description in electronic format and one bound paper copy, unless otherwise agreed in writing.

PAYMENT TERMS

In consideration for the services described herein, Recipient shall pay Issuer the fees set forth below in accordance with the schedule provided. All amounts are stated in U.S. dollars unless otherwise noted.

TERM AND TERMINATION

This Agreement shall commence on and shall terminate on unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period set forth above. Termination shall not relieve Recipient of obligation to pay for services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall hold in confidence all non-public information disclosed by the other party in connection with this Agreement ("Confidential Information") and shall not use or disclose such information except as necessary to perform its obligations under this Agreement or as required by law. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without breach of obligation, or is independently developed without use of the other's Confidential Information.

The parties acknowledge that breach of this Section may cause irreparable harm for which monetary damages may be inadequate and that injunctive relief shall be an appropriate remedy in addition to any other available remedies.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Venue for any dispute arising under this Agreement shall be in the state or federal courts located within that State.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification shall be effective unless in writing signed by both parties.

MISCELLANEOUS

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. The parties agree to execute and deliver such further documents and take such further actions as may be necessary to effectuate the purposes of this Agreement.

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