Business Certificate Template

BUSINESS CERTIFICATE TEMPLATE

Business Identification

Entity Type: Sole Proprietorship Partnership Limited Liability Company Corporation

Registered Agent & Addresses

Certificate Recitals

WHEREAS, the undersigned has caused to be formed and organized an entity under the laws applicable to the chosen entity type for the purpose of conducting lawful business and to carry out the activities described herein; and

WHEREAS, the undersigned desires to certify the principal facts concerning the business, including the identity of the registered agent, principal office, and effective date of operation, and to set forth certain terms applicable to transactions and relationships with third parties; and

WHEREAS, the parties intend that the statements in this Certificate be relied upon by banks, counterparties, and government entities as evidence of the facts recited herein and that the Certificate shall constitute a binding record of the matters certified.

Business Purpose & Scope

Effective Date & Duration

Effective Date:    Duration:

Perpetual Existence: The entity is to exist in perpetuity unless dissolved in accordance with governing law and its operating/organizational documents.

Payment Terms (if applicable)

Late Payment Fee: % per month on overdue balances    or Flat Fee:

Term and Termination

Term Commencement:    Term Expiration:

Termination for Convenience: Either party may terminate the agreement evidenced by this Certificate upon written notice to the other party delivered not fewer than days prior to the effective date of termination.

Termination for Cause: Immediate termination may occur where a party materially breaches a covenant, representation, or obligation and fails to cure such breach within a commercially reasonable period not to exceed 30 days after receiving written notice.

Confidentiality

Each party acknowledges that certain information disclosed in connection with the business and operations of the other party may constitute Confidential Information. Except as required by law, each party shall:

1. hold Confidential Information in strict confidence;
2. use Confidential Information only for purposes expressly permitted by the parties; and
3. not disclose Confidential Information to third parties except to employees, agents, or professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

The foregoing obligations will not apply to information that (a) is or becomes public without breach of this Certificate, (b) was known to the receiving party prior to disclosure, or (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

Representations & Certifications

The undersigned certifies that the information set forth in this Certificate is true, correct and complete to the best of the signer’s knowledge and belief, and that the signer is duly authorized to execute this Certificate on behalf of the entity identified above. The signer affirms that the entity is in good standing to the extent required by applicable law and will notify parties relying on this Certificate of any changes to the circumscribed facts.

Governing Law; Entire Agreement

Governing Law: This Certificate and any agreement to which it relates shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles.

Entire Agreement: To the extent this Certificate is executed in connection with a contract, such contract, together with this Certificate, 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.

Additional Administrative Information

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