Business Status Document

BUSINESS STATUS DOCUMENT

Certifying Party (Business):

Requesting Party (Recipient):

WHEREAS

WHEREAS, Certifying Party operates as a business entity duly organized and existing under the laws of the state identified below and is authorized to represent and certify its current organizational and regulatory status; and

WHEREAS, Requesting Party has requested a written statement of the Certifying Party's registration, operational status, and related representations for the purposes set forth in this agreement; and

WHEREAS, the parties desire to set forth the terms under which Certifying Party will provide a Business Status Certification and any related services, including the scope of the certification and associated payment, confidentiality and governing law provisions.

BUSINESS IDENTIFICATION AND STATUS

Date of Formation:     Current Status Effective Date:

Active    Inactive    Dissolved    Suspended    Other:

SCOPE OF WORK

Certifying Party will prepare, provide and certify a written Business Status Certification that accurately reflects the entity information and status described above. The Certification will include at minimum: identification of the entity, current status as of the Effective Date specified herein, confirmation of any administrative or regulatory actions affecting status, and any qualifications or limitations known to Certifying Party at the time of issuance.

PAYMENT TERMS

In consideration for the services and the Certification, Requesting Party shall pay Certifying Party in accordance with the following terms.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, continues until the End Date or until completion of the obligations described herein.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

Each party acknowledges that, in the performance of its obligations, it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public business, financial, or technical information disclosed in any form. Each party shall: (a) maintain the confidentiality of such information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except as required by law or as necessary to perform its obligations under this Agreement; and (c) restrict access to those employees or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available other than through breach of this Agreement, independently developed without use of Confidential Information, or rightfully received from a third party without confidentiality restrictions.

REPRESENTATIONS AND WARRANTIES

Certifying Party represents and warrants that it has authority to provide the Certification and that, to its knowledge, the statements contained in the Certification will be true and accurate as of the status effective date stated herein. Certifying Party disclaims any obligation to update the Certification after issuance except as agreed in writing. Requesting Party represents that it is authorized to request the Certification and will use the Certification only for lawful purposes consistent with this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any attachments and the Certification delivered hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both parties.

CERTIFICATION

The undersigned authorized officer of Certifying Party certifies, under penalty of perjury to the best of the undersigned's knowledge, that the information provided in this Business Status Document is true, correct and complete as of the Status Effective Date specified above and that the undersigned is an authorized representative empowered to execute this Certification on behalf of the Certifying Party.

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