Business Proof Document

BUSINESS PROOF DOCUMENT

Parties

Business Name:

Recitals

WHEREAS, Business Name stated above is organized and existing under the laws of the state identified below and conducts business under the stated registration and identification; and

WHEREAS, Recipient requires documentary confirmation and an attestation regarding the Business's existence, authority to operate, principal place of business and the identity of its authorized representative for legitimate business or compliance purposes; and

WHEREAS, the parties desire to set forth the terms under which Business will provide such proof and related services, and to allocate responsibilities, payment and confidentiality under this agreement.

Purpose and Description of Business

Scope of Work

The Business will provide the following deliverables and services to Recipient in connection with the Proof: collection and certification of corporate formation or registration documents, provision of a signed attestation by the authorized representative, provision of certified copies of specified records if available, and reasonable cooperation in responding to Recipient's questions related to the proof. The Business will not provide legal or tax advice unless separately engaged to do so in writing.

Payment Terms

Recipient agrees to pay Business the fees described below in consideration for the services and deliverables provided under this document.

Term and Termination

This Agreement shall commence on the Start Date and remain in effect until the End Date or until terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above. Termination shall not relieve Recipient of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public information, documents or materials provided by the other party (the "Disclosing Party") in connection with the provision of Proof, except as required by law, regulation, or court order. Confidential information shall not include information that (i) is or becomes publicly available other than by breach of this Agreement, (ii) is independently developed by the Receiving Party without use of Confidential Information, or (iii) is lawfully obtained from a third party not subject to confidentiality obligations.

The Receiving Party shall use at least the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination or written request, the Receiving Party shall return or destroy Confidential Information and certify such return or destruction in writing if requested.

Representations and Warranties; Certification

The Business represents and warrants that it is validly existing under the laws of the jurisdiction of its organization, that the signing representative is authorized to execute this document, and that the information provided herein is true, accurate and complete to the best of the Business's knowledge. The Authorized Representative certifies that the documents and attestations provided as proof are genuine copies or accurate summaries of official records.

The Business acknowledges that Recipient may rely upon these representations in making business, compliance or regulatory decisions and that knowingly providing false information may subject the Business and the signing representative to liability under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. Each party consents to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any attachments or documents specifically incorporated by reference and any written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral. No modification shall be binding unless executed in writing by both parties.

Miscellaneous Provisions

If any provision of this Agreement is held unenforceable or invalid, the remainder of this Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Business may assign to an affiliate or successor in connection with a merger or sale of substantially all assets.

Attachments and Supporting Documents

Check all documents being provided with this Proof:

Certificate of Formation / Articles of Organization    Certificate of Good Standing    Operating Agreement / Bylaws

Other (specify):

Acknowledgment and Signature

The undersigned, on behalf of the Business, certifies under penalty of perjury that the information provided in this Business Proof Document is true and correct, that the undersigned is authorized to sign on behalf of the Business, and that Recipient may rely upon this certification for legitimate business or compliance purposes.

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