Business Representation Statement

Business Representation Statement

This Business Representation Statement (the Statement) is made as of Effective Date: by and between Representing Party: and Recipient: .

WHEREAS

WHEREAS, Representing Party is engaged in business and provides services described herein and has represented that it has the authority, capacity, and necessary licenses to perform such services; and

WHEREAS, Recipient requires written representations from Representing Party concerning organizational status, authority, compliance with applicable law, and the accuracy of certain information for the purposes of evaluating and relying upon Representing Party's qualifications and performance; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

Business Information

Corporation    LLC    Partnership    Sole Proprietor    Other:

Representations and Warranties

The undersigned Representing Party hereby represents, warrants, and certifies to Recipient as of the Effective Date that the following statements are true and correct:

The Representing Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of formation and has the corporate or organizational power to own its property and conduct its business.

The execution, delivery and performance of this Statement and any related agreements have been duly authorized by all necessary action and will not violate any material agreement, law, or order applicable to Representing Party.

To the best of Representing Party's knowledge, all information and documents provided to Recipient concerning the Representing Party's business, financial condition, licenses and permits are true, complete and accurate in all material respects, and no material adverse facts have been omitted.

Representing Party is in compliance with all applicable federal, state, local and foreign laws, regulations and orders material to its business and has obtained and maintains all permits and licenses necessary to perform its obligations.

There are no pending or threatened bankruptcy, insolvency or receivership proceedings against Representing Party, and Representing Party is not aware of any circumstances that would reasonably be expected to lead to such proceedings.

The representations and warranties set forth above shall survive execution of this Statement and the provision of any services or information provided in connection herewith.

Scope of Work

Payment Terms

Payment Amount: $

Payment is due within days of invoice receipt. Late payments shall accrue a late fee of % per month on the outstanding balance, or the maximum amount permitted by applicable law, whichever is less. Representing Party shall be responsible for reasonable collection costs and attorneys' fees incurred by Recipient in enforcing payment.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Statement for convenience upon written notice to the other party delivered at least days prior to termination. Termination for material breach may be immediate if the breaching party fails to cure within a commercially reasonable period after written notice of breach.

Confidentiality

For the purposes of this Statement, "Confidential Information" means any non-public information furnished by one party to the other, whether oral, written, electronic or otherwise, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Recipient agrees to (a) hold Confidential Information in strict confidence; (b) restrict disclosure to its employees, agents and contractors on a need-to-know basis and only to the extent necessary to carry out the Scope of Work; and (c) use Confidential Information solely for the purposes contemplated by this Statement. Confidential Information does not include information that is (i) publicly available through no fault of recipient, (ii) rightfully known to recipient prior to disclosure, or (iii) rightfully obtained from a third party without restriction.

The obligations in this section shall continue for a period of years following termination or expiration of this Statement, except with respect to trade secrets, which shall remain protected for so long as they constitute trade secrets under applicable law.

Governing Law; Remedies

This Statement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties agree that monetary damages may be insufficient to remedy a breach of confidentiality and that injunctive relief and specific performance shall be available in addition to any other remedies at law or in equity.

Entire Agreement

This Statement, including any exhibits or attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or modification of this Statement shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

The parties acknowledge that each has had the opportunity to consult with counsel and that any rule construing ambiguities against the drafter shall not apply. If any provision of this Statement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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