Business Services Business Model Certification

Business Services Business Model Certification

Parties

Recitals

WHEREAS, Certifying Business Name: operates a business that provides business services described below and seeks formal recognition of its business model by Recipient Entity Name: ; and

WHEREAS, Certifying Business represents and warrants that the business model, revenue streams, and operational descriptions furnished herein are accurate, complete, and prepared in good faith to the best of its knowledge as of the Effective Date set forth below; and

WHEREAS, Recipient Entity requires a written certification of the business model and related terms as a condition to entering into certain agreements and to determine compliance with applicable contracting policies.

Business Model Summary and Classification

B2B B2C Marketplace SaaS Professional Services Other:

Scope of Work

Payment Terms

Total Amount Payable:

Late Payment Fee (if any):

Term and Termination

Effective Date:    Termination Date:

Either party may terminate this Certification for cause upon written notice if the other party materially breaches any representation, warranty, or obligation herein and fails to cure such breach within days of receipt of written notice.

Representations, Warranties, and Certification

Certifying Business hereby represents and warrants that: (a) the business model description and revenue statements submitted are true, complete, and prepared in good faith as of the Effective Date; (b) there are no undisclosed material contracts, liabilities, or facts that would render the certification misleading; and (c) to the extent applicable, all fees, commissions, and revenue recognition practices conform to generally accepted accounting principles consistently applied.

Certifying Business further certifies that it will promptly notify Recipient of any material change to the business model or revenue streams during the Term and will provide reasonably requested documentation to substantiate material claims set forth in this Certification.

Confidentiality

Each party agrees that Confidential Information disclosed in connection with this Certification shall be held in strict confidence and shall not be disclosed to third parties except as required by law or with the prior written consent of the disclosing party. Confidential Information does not include information that becomes publicly available through no wrongful act of the receiving party or that is independently developed without reference to the confidential materials.

The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Audit and Compliance

Recipient reserves the right to request supporting documentation and, upon reasonable prior notice and during normal business hours, to audit records reasonably relevant to the Certification. Certifying Business shall cooperate and provide such documentation within a commercially reasonable time.

Indemnification and Remedies

Certifying Business agrees to indemnify, defend, and hold harmless Recipient from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising out of any material misrepresentation, breach of warranty, or failure to disclose material facts in this Certification. Remedies under this Certification are cumulative and in addition to any remedies available at law or in equity.

Governing Law

This Certification shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Entire Agreement

This Certification, together with any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

Acknowledgment and Signature

By signing below, Certifying Business certifies under penalty of perjury that the foregoing is true and correct to the best of its knowledge and that it is authorized to execute this Certification on behalf of the named business.

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