Business Certification MOU

BUSINESS CERTIFICATION MOU

This Memorandum of Understanding (MOU) is made this day of , by and between:

Certifying Business:

Corporation    LLC    Partnership    Sole Proprietor    Other:

Recipient:

WHEREAS

WHEREAS, Certifying Business represents that it holds and maintains a valid business certification as set forth below and has authority to grant the use of its certification identification for the limited purposes described herein; and

WHEREAS, Recipient seeks acknowledgement of the certification status from Certifying Business for the purpose of business development, contract qualification, or regulatory compliance consistent with the parties' mutual interests; and

WHEREAS, the parties desire to define the scope, payment, confidentiality, and terms under which the certification acknowledgment and related services will be provided.

CERTIFICATION DETAILS

SCOPE OF WORK

The parties agree that Certifying Business will provide a formal written certification acknowledgement and related documentation as described below. The scope includes issuing statements of certification, providing limited consultancy regarding certification usage, and cooperating with Recipient in connection with certification verification within the limits specified herein.

PAYMENT TERMS

In consideration for the services described in this MOU, Recipient shall pay Certifying Business in accordance with the following terms.

Unless otherwise agreed in writing, invoices are due within days of receipt. Overdue amounts accrue interest at the rate set forth above and may be subject to collection costs and attorneys' fees.

TERM AND TERMINATION

This MOU commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this MOU for convenience upon days' prior written notice. Either party may terminate immediately upon written notice for material breach, insolvency, or unlawful conduct. Termination does not relieve either party of payment obligations for services performed prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential. Each party shall: (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely for the purposes of performing under this MOU; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidential obligations shall continue for following termination or expiration, except for Confidential Information that qualifies as trade secret under applicable law, in which case confidentiality shall be maintained for so long as the information remains a trade secret.

USE OF CERTIFICATION MARK AND PUBLICITY

Recipient may reference Certifying Business's certification only as expressly permitted in writing. Use of any certification mark remains subject to Certifying Business's trademark and branding guidelines, and may be revoked at Certifying Business's discretion upon breach of this MOU. Any public announcement referencing the certification shall be subject to the other party's prior written approval, which shall not be unreasonably withheld.

COMPLIANCE; REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this MOU and to perform its obligations. Certifying Business represents that the certification described herein is true and accurate to the best of its knowledge as of the Effective Date and that it will maintain such certification in good standing during the Term. Recipient represents that it will not misuse the certification or engage in any conduct intended to misrepresent its certification status.

INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party from and against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of that party's breach of this MOU, negligence, willful misconduct, or any representation or warranty that is untrue when made.

GOVERNING LAW

This MOU shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This MOU, together with any exhibits or appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. Any amendment to this MOU must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this MOU is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach will be deemed a waiver of any subsequent breach. The parties acknowledge that they have had the opportunity to consult counsel prior to execution.

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