Business Conformity Letter

BUSINESS CONFORMITY LETTER

Date:

WHEREAS

WHEREAS, the Business Entity named above is engaged in the provision of goods and/or services described herein and seeks to certify that such operations, products, or services conform to specified standards, requirements, and contractual obligations;

WHEREAS, the Recipient requires written representation and warranty from the Business Entity that applicable operational practices, quality controls, and specified deliverables comply with the standards and regulatory requirements set forth in this Letter and any incorporated schedules; and

WHEREAS, the parties intend this Letter to provide an express conformity certification together with ancillary contractual terms governing scope, payment, confidentiality, and dispute resolution.

CONFORMITY CERTIFICATION

The undersigned, on behalf of the Business Entity, hereby certifies that, to the best of its knowledge after reasonable inquiry, the goods, services, processes, and documentation identified below conform in all material respects to the standards, specifications, and contractual requirements identified in this Letter as of the Effective Date.

Applicable Standard(s) / Specification(s):

Effective Date of Certification:

SCOPE OF WORK

PAYMENT TERMS

Consideration for performance and certification services shall be as follows.

Late Payment: A late fee of per month or the maximum lawful amount, whichever is less, shall apply to any undisputed overdue balance. In addition to late fees, the Business Entity may suspend conformity services upon thirty (30) days' written notice following nonpayment.

TERM AND TERMINATION

This Letter shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Termination for Cause: Either party may terminate this Letter for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Termination for Convenience: Either party may terminate this Letter for convenience upon days' prior written notice to the other party, subject to payment for work performed through the effective date of termination.

CONFIDENTIALITY

Each party agrees to maintain in confidence all non-public information disclosed by the other party in connection with this Letter (Confidential Information). Confidential Information shall not include information that (a) is or becomes public other than through a breach of this obligation, (b) is known to the receiving party prior to disclosure as shown by competent written evidence, (c) is rightfully obtained from a third party without restriction, or (d) is independently developed without use of the disclosing party's Confidential Information.

If a receiving party is required by law or regulation to disclose Confidential Information, it shall provide prompt written notice to the disclosing party, to the extent legally permitted, and shall cooperate in any reasonable effort by the disclosing party to limit, protect, or contest the disclosure.

REPRESENTATIONS, WARRANTIES AND LIMITATIONS

The Business Entity represents and warrants that (a) it has full authority to provide this certification; (b) the certification is accurate and complete as of the Effective Date; and (c) it will promptly notify the Recipient of any material changes that affect conformity. Except as expressly provided herein, the Business Entity disclaims all other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose.

Liability of the Business Entity for any claim arising out of or related to this Letter shall be limited to direct damages up to the total payment amount actually received under this Letter. In no event shall either party be liable for consequential, incidental, special, or punitive damages.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Letter, together with any attachments and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and agreements, whether written or oral.

MISCELLANEOUS

Any amendment to this Letter must be in writing and signed by an authorized representative of each party. Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing.

The individuals signing below represent and warrant that they are authorized to bind their respective parties to this Letter.

Sign Now