Business Responsibility Declaration

BUSINESS RESPONSIBILITY DECLARATION

Declaring Business Name:    Effective Date:

Recipient / Contracting Party Name:

RECITALS

WHEREAS, Declaring Business Name: is engaged in the provision of goods and/or services as described in the Scope of Work below and represents that it has the authority, personnel and resources necessary to perform such services in compliance with applicable law;

WHEREAS, Recipient Name: requires certain assurances and certifications from business partners and contractors regarding legal compliance, financial responsibility, and ethical conduct prior to entering into or continuing contractual relationships;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Invoices shall be submitted to the Recipient in accordance with the schedule above and are payable within days from receipt. Late payments shall incur a late fee equal to % per month or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Declaration for convenience upon days' prior written notice. Either party may terminate immediately for cause if the other party materially breaches any obligation under this Declaration and fails to cure such breach within 15 days after written notice of the breach.

BUSINESS RESPONSIBILITY ATTESTATIONS

  The Declaring Business certifies that it is in compliance with all applicable federal, state and local laws, statutes and regulations applicable to the performance of the Scope of Work, including labor and employment laws, environmental laws, and licensing requirements.

  The Declaring Business and its principals are not debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in transactions by any governmental authority.

  There are no conflicts of interest, financial or otherwise, that would prevent the Declaring Business from performing its obligations under this Declaration, and it will promptly disclose any potential conflicts to the Recipient.

  The Declaring Business maintains insurance coverage customary for the industry and sufficient to cover liabilities arising from its performance; upon request, it will provide certificates of insurance naming the Recipient as additional insured where required.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential. The recipient of Confidential Information shall: (a) use such information solely for the purposes of performing this Declaration; (b) protect such information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose such information to third parties except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information shall not include information that: (i) is or becomes publicly known through no breach of this Declaration; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice when legally permissible to seek protective relief.

GOVERNING LAW; ENTIRE AGREEMENT

This Declaration shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any disputes arising out of or relating to this Declaration shall be resolved under those laws.

This Declaration, including any written exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by both parties.

CERTIFICATION

The undersigned certifies, under penalty of law, that the information provided in this Declaration is true, accurate and complete to the best of their knowledge, and that they are authorized to execute this Declaration on behalf of the Declaring Business.

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