Business Certification Guidance

BUSINESS CERTIFICATION GUIDANCE

This Business Certification Guidance Agreement (the Guidance) is entered into between Client Name: and Consultant Name: .

WHEREAS

WHEREAS, Client seeks professional guidance and preparation support for pursuing one or more business certifications and related registrations; and

WHEREAS, Consultant represents that Consultant has experience providing advisory, document-preparation, and process-management services relating to business certification programs and will provide such services to Client under the terms set forth below.

WHEREAS, the parties intend by this Guidance to set out the scope of services, fees, confidentiality obligations, and other terms applicable to Consultant's guidance; provided however that Consultant does not issue certifications and cannot guarantee that any certification application will be approved.

PARTIES AND CONTACT INFORMATION

SCOPE OF WORK

Consultant will provide guidance, document preparation, review and project management services described below. The parties agree that Consultant’s services are advisory and preparatory in nature and do not constitute a guarantee of certification approval.

CERTIFICATIONS SOUGHT

Indicate the types of certification for which Client seeks guidance. Consultant will tailor services according to the selected items.

Minority-owned Women-owned Small business Veteran-owned

PAYMENT TERMS

Client shall pay Consultant the fees set forth below in consideration for the services described. Fees do not include filing fees, third-party costs, courier charges, or similar out-of-pocket expenses unless expressly stated.

TERM AND TERMINATION

This Guidance commences on Effective Date: and will continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Guidance for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Termination for cause shall be available where a material breach is not cured within 15 days after written notice from the non-breaching party.

CLIENT OBLIGATIONS

Client shall provide accurate, complete and timely information, documents and signatures as required for Consultant to perform the Scope of Work. Client acknowledges that failure to provide required cooperation may delay the services and may give rise to additional fees.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in confidence all non-public information disclosed by the other party (Disclosing Party) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information does not include information that is (a) already known to Receiving Party without obligation of confidentiality, (b) in the public domain through no fault of Receiving Party, (c) rightfully received from a third party without restriction, or (d) independently developed by Receiving Party. Receiving Party may disclose Confidential Information to its employees, contractors or advisors on a need-to-know basis provided such persons are bound to confidentiality obligations at least as protective as those herein.

LIMITATION OF LIABILITY; DISCLAIMER

Consultant's total liability for damages arising out of or related to this Guidance shall not exceed the fees actually paid by Client to Consultant under this Guidance. IN NO EVENT SHALL CONSULTANT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. Consultant provides advisory and document-preparation services only and makes no warranty or guarantee that any certification or application will be approved.

GOVERNING LAW

This Guidance will be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

ENTIRE AGREEMENT

This Guidance, together with any exhibits, attachments or statements of work executed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous communications, proposals, and agreements, whether oral or written. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Guidance is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Guidance without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets.

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