Business Document Recognition

BUSINESS DOCUMENT RECOGNITION

Parties

Recitals

WHEREAS, Recognizing Party attests that the documents described in this Agreement are true, accurate and were issued or maintained by the entities or persons identified therein for the periods stated; and

WHEREAS, Receiving Party requires formal recognition of specified business documents for purposes of reliance, review, due diligence, regulatory submission, or contractual reliance; and

WHEREAS, the parties desire to set forth the scope of recognized documents, the conditions under which they may be relied upon, and payment and confidentiality terms.

Effective Date

Effective Date:

Scope of Work

Recognizing Party will review, identify, authenticate and deliver recognition statements for the documents listed below, and will provide a written certification or statement of recognition as agreed in this section.

Documents Recognized

The Recognizing Party hereby recognizes the following documents for the purposes stated in this Agreement. Check all that apply:

Articles of Incorporation / Certificate of Formation

Bylaws / Operating Agreement

Financial Statements (audited, reviewed, or compiled)

Board Resolutions / Corporate Minutes

Certificate of Good Standing / Status

Commercial Contracts and Amendments

Payment Terms

In consideration for Recognizing Party's performance, Receiving Party will pay the fees set forth below. Payment is due as provided in this section and is a condition precedent to reliance on any recognition statements.

Term and Termination

This Agreement commences and terminates as provided below. Either party may terminate as described in this section; termination does not relieve Receiving Party of payment obligations for services performed prior to termination.

Term Start Date:

Term End Date:

Confidentiality

Each party agrees that all non-public information disclosed by one party to the other in connection with this Agreement and the Documents Recognized shall be treated as Confidential Information. Confidential Information excludes information that is (a) known to the receiving party prior to disclosure without obligation of confidentiality; (b) becomes publicly available through no breach by the receiving party; or (c) is independently developed without use of the disclosing party's Confidential Information.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of law principles. The parties submit to exclusive jurisdiction and venue in the courts located in the specified state for disputes arising under this Agreement.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Recognizing Party represents that, to the best of its knowledge after reasonable inquiry, the recognized documents are authentic and in the condition described in any accompanying certification, subject to any express qualifications disclosed in writing.

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, negotiations and discussions, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Acknowledgment and Reliance

Receiving Party acknowledges that reliance on Recognizing Party's statements or certifications is subject to the terms of this Agreement and any qualifications expressly set forth in a delivered certification. Recognizing Party's liability for reliance shall be limited to direct damages and capped at the total fees paid under this Agreement, except to the extent prohibited by law.

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