Business CERTOC Template

Business CERTOC Template

This Business Certification and Terms of Contract (the Agreement) is made and entered into as of by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client is engaged in the business described by Client Business Purpose: and requires certain services and certifications described herein;

WHEREAS, Contractor represents that Contractor has the experience, qualifications, personnel, and certifications necessary to perform the services and to issue the certifications contemplated by this Agreement; and

WHEREAS, the parties desire to set forth the terms, conditions, and certification obligations under which services and any required certification of conformity or completion (collectively, CERTOC) will be performed and delivered.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Contractor shall perform the services and provide any required certifications described below (the Services). Contractor will deliver all certificates, reports, and supporting documentation necessary to evidence compliance with the specifications set forth in this Agreement.

PAYMENT TERMS

Client shall pay Contractor the fees set forth below in consideration for the performance of the Services and issuance of any CERTOC documents. Payment shall be made in United States Dollars unless otherwise agreed in writing.

All undisputed amounts not paid when due shall accrue interest at the rate set forth above and Client shall reimburse Contractor for reasonable costs of collection, including attorneys' fees, if collection is required. Contractor may suspend performance for nonpayment after providing the notice required under Term and Termination.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: 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 specified above after receipt of written notice. Termination shall not relieve Client of the obligation to pay for Services performed and costs reasonably incurred prior to termination, including costs necessary to produce any CERTOC deliverables.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that, given the nature of the information and the circumstances of disclosure, reasonably should be considered confidential. Confidential Information shall not include information that (a) is or becomes publicly known other than through a breach of this Agreement; (b) is lawfully received from a third party without restriction; or (c) is independently developed without use of the disclosing party's Confidential Information.

Receiving Party shall: (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care, and (iii) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any schedules, exhibits, and CERTOC deliverables expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

Certification of CERTOC Deliverables: Contractor certifies that all CERTOC documents provided under this Agreement will materially conform to the Scope of Work and to any applicable specifications identified in writing. Certification shall be evidenced by Contractor's signature on the applicable CERTOC document and delivery to Client.

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