Business COC PDF

BUSINESS COC PDF

This Business Certificate of Compliance Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: (Client) and Service Provider Name: (Service Provider). Each of Client and Service Provider is a Party and collectively the Parties.

RECITALS

WHEREAS, Client engages Service Provider to perform compliance review, testing, and issuance of a Certificate of Compliance in respect of the goods and/or services described below; and

WHEREAS, Service Provider represents that it has the professional capability, qualifications and necessary licenses to perform the services and to issue a Certificate of Compliance that will attest to conformity with the standards and laws identified in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider shall perform the Scope of Work and issue a Certificate of Compliance to Client.

SCOPE OF WORK

Service Provider shall perform the services described above and shall, upon completion and satisfaction of the required inspections, testing and documentation, prepare and deliver to Client a Certificate of Compliance certifying that the goods and/or services conform to the standards and legal requirements identified in the Scope of Work and in this Agreement.

PAYMENT TERMS

Late payment shall accrue interest at the rate of on outstanding balances, from the date payment was due until paid. Client is also responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either Party may terminate this Agreement for convenience upon written notice delivered to the other Party not less than days prior to the intended termination date. Either Party may terminate immediately for material breach if the breaching Party fails to cure that breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each Party shall hold confidential and shall not disclose to any third party any proprietary, technical, financial or business information disclosed by the other Party arising out of this Agreement ("Confidential Information"), except to those employees, agents or contractors having a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully in the receiving Party's possession prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, each Party shall return or destroy the other Party's Confidential Information and certify in writing that it has done so, except to the extent retention is required by law or reasonable record-keeping policies.

CERTIFICATE OF COMPLIANCE — ISSUANCE & REPRESENTATIONS

Service Provider agrees to issue a Certificate of Compliance upon completion of the Scope of Work and upon Client's payment in accordance with the Payment Terms. The certificate shall identify the goods or services inspected, the standards or statutory requirements relied upon, the date(s) of inspection, and the name of the individual issuing the certificate.

Service Provider represents and warrants that, to the best of its knowledge, any Certificate of Compliance issued under this Agreement will be accurate and based on the procedures and tests described in the Scope of Work. Service Provider does not warrant that a Certificate of Compliance will be accepted by any particular regulator, purchaser, or third party.

Yes — issue upon completion

INDEMNIFICATION & INSURANCE

Each Party shall indemnify and hold harmless the other Party from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) resulting from the indemnifying Party's negligence, willful misconduct or breach of its obligations under this Agreement. Service Provider shall maintain insurance customary for the services provided and shall provide evidence of such insurance upon Client's reasonable request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of laws principles. Venue for any litigation shall be a court of competent jurisdiction within that State.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, communications and representations, whether oral or written. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

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