Business COC Document

BUSINESS COC DOCUMENT

Parties

This Business Certificate of Compliance Agreement (the Agreement) is made effective as of (Effective Date) by and between the Provider and the Client identified above.

WHEREAS

WHEREAS, Provider performs the inspection, testing, manufacturing, or service activities described below and is equipped to certify that such goods or services conform to the specifications, standards and statutory requirements identified in this Agreement; and

WHEREAS, Client requires issuance of a Certificate of Compliance (COC) as evidence that the goods or services supplied by Provider meet the applicable contractual, industry and legal requirements; and

WHEREAS, the parties wish to set forth their respective obligations, payment terms, and conditions under which the Provider will prepare and deliver a Certificate of Compliance to the Client.

Scope of Work

Payment Terms

Invoices shall be issued in accordance with the payment schedule above and are due within days of invoice receipt. Late payments shall accrue interest at the lesser of (a) the rate of or (b) the maximum rate permitted by law.

All amounts are exclusive of taxes. Responsibility for sales, use, value-added and similar taxes shall be borne by

Term and Termination

This Agreement commences on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate for convenience upon providing the other party with written notice at least days prior to the effective termination date. Either party may terminate for material breach if the breach is not cured within 30 days after written notice of the breach.

Certificate of Compliance (COC)

Provider shall prepare and deliver to Client a written Certificate of Compliance certifying that the specific goods or services identified in the Scope of Work conform to the Applicable Standards and the contractual specifications. The COC shall: (a) identify the goods or services by lot, serial or order number; (b) list the standards and tests relied upon; (c) reference any test reports or inspection records; and (d) be signed by an authorized representative of Provider.

Provider will deliver the Certificate of Compliance to Client within calendar days after completion of the applicable testing or inspection, or as otherwise agreed in writing. Provider's issuance of a COC is a representation of compliance only as to the matters expressly stated therein.

Confidentiality

Each party shall hold in confidence and not disclose to any third party any Confidential Information of the other party obtained in connection with this Agreement. "Confidential Information" means non-public information marked or identified as confidential or that which a reasonable person would understand to be confidential. The obligations of confidentiality shall survive termination of this Agreement for a period of years, except as otherwise required by law or court order.

Representations, Warranties and Indemnity

Provider represents and warrants that the goods and services covered by each COC will conform to the specifications identified in this Agreement and will be performed in a professional manner. Provider shall indemnify and hold Client harmless from third-party claims arising from Provider's negligent performance or willful misconduct in connection with the certified goods or services, subject to the limitations set forth in this Agreement.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or indemnity obligations, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages. Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider for the specific goods or services giving rise to the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation prior to initiating any litigation.

Entire Agreement

This Agreement, including any Schedules and referenced COCs, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous negotiations, understandings and agreements, whether written or oral. Any amendments must be in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, overnight courier or hand delivery and shall be effective upon receipt.

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