Business COR Document

Business COR Document

Parties and Identifications

Client Name:    Business Address:

Service Provider Name:    Business Address:

Recitals

WHEREAS, Client requires services and documentation associated with the Certificate of Responsibility and related compliance matters for the project or business operations described herein; and

WHEREAS, Service Provider represents that it has the experience, personnel, and authority to perform the described services and to execute this Business COR Document on behalf of Service Provider; and

WHEREAS, the parties wish to set forth the terms upon which Service Provider will perform the services and provide the required certification of responsibility to Client.

Scope of Work

The services to be rendered shall include, without limitation, preparation and delivery of any Certificate of Responsibility, submission of required supporting documentation, coordination with Client personnel, and any inspections, certifications, or attestations reasonably necessary for issuance of the COR.

Payment Terms

Total Fee:    Payment Schedule:

Late Payment: Invoices not paid within days of the invoice date will incur a late fee of on the outstanding balance, compounded monthly, together with any collection costs and reasonable attorneys' fees incurred by the non-breaching party.

Method of Payment:

Term and Termination

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure the breach within days of written notice of such breach.

Upon termination, Client shall pay Service Provider for all services performed through the effective date of termination and for any non-cancellable obligations reasonably incurred in connection with performance.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other in connection with the services, including business plans, financial information, technical data, trade secrets, and client lists. The receiving party shall hold Confidential Information in strict confidence, shall not disclose it to any third party except as expressly permitted by this Agreement, and shall use at least the same degree of care to protect such information as it uses to protect its own confidential information but in no event less than a reasonable standard of care.

The obligations of confidentiality shall not apply to information that: (a) is or becomes generally available to the public through no act or omission of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed by the receiving party without use of Confidential Information. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Confidentiality Acknowledgement: I acknowledge receipt of Confidential Information and agree to the confidentiality terms above.

Certificate of Responsible Officer (COR) — Certification

The undersigned, as an authorized officer of Service Provider, hereby certifies that Service Provider has the knowledge, authority, licenses, and financial responsibility to perform the described services and to execute any Certificate of Responsibility required by Client or any regulatory or administrative body in connection with the services. The undersigned further certifies that the information submitted in support of the COR is true, complete, and accurate to the best of the signatory's knowledge.

Authority to Bind: The undersigned affirms that they have the authority to bind Service Provider to the terms of this Agreement and to execute the Certificate of Responsibility on behalf of Service Provider.

Representations and Warranties

Each party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, that it has full power and authority to enter into this Agreement, and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties agree to negotiate in good faith to resolve any dispute arising out of or relating to this Agreement prior to initiating any formal dispute resolution process.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party and its officers, directors, and employees from and against any third-party claims, liabilities, losses, and expenses arising from the indemnifying party's negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from indemnification obligations or willful misconduct, neither party's aggregate liability to the other for all claims arising out of this Agreement shall exceed the total fees paid to Service Provider under this Agreement.

Entire Agreement

This Agreement, including any attachments and the Certificate of Responsibility documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by both parties.

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