Business Suitability Certificate

BUSINESS SUITABILITY CERTIFICATE

Certifying Entity Name:

Subject Business Name:

Entity Type and Contact

Entity Type: Corporation LLC Partnership Sole Proprietorship Other

RECITALS

WHEREAS, the Certifying Entity has been requested to assess and certify the suitability of the Subject Business for participation in commercial engagements, contracts, or regulatory compliance programs requiring confirmation of financial, legal and operational fitness;

WHEREAS, the Subject Business has provided documentation and representations to the Certifying Entity concerning its legal standing, financial condition, insurance, references, and operational capacity for the purposes of such certification;

WHEREAS, the Certifying Entity and the Subject Business wish to record the scope, conditions, limitations, and effect of any certification issued in a formal written instrument subject to the terms below;

SCOPE OF WORK

PAYMENT TERMS

Certification Fee Amount: $

Late Payment Fee:  Applied to overdue balances after days.

TERM AND TERMINATION

This Certificate is effective as of and, unless earlier revoked in accordance with its terms, expires on .

Either party may terminate this Certificate for convenience upon days' prior written notice. The Certifying Entity may immediately suspend or revoke certification upon discovery of material misrepresentation, insolvency, regulatory enforcement action, or failure to pay fees.

CONFIDENTIALITY

The parties acknowledge that in performing the review and issuing this Certificate they may exchange Confidential Information. "Confidential Information" means non-public business, financial, technical and other proprietary information disclosed in any form. The receiving party shall (a) use Confidential Information only to perform obligations under this Certificate; (b) restrict disclosure to employees, advisors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information using at least reasonable care. Confidential Information does not include information that is or becomes publicly available other than by breach of this Certificate, independently developed without use of the disclosing party's Confidential Information, or rightfully received from a third party without restriction.

GOVERNING LAW

This Certificate shall be governed by and construed in accordance with the laws of , without regard to its conflict-of-law rules.

ENTIRE AGREEMENT

This Certificate, together with any attachments executed contemporaneously, constitutes the entire agreement between the Certifying Entity and the Subject Business with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, representations and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

CERTIFICATION AND REPRESENTATIONS

The Certifying Entity, after review of the materials provided and any on-site or remote inspections performed, certifies that, as of the date of issuance, the Subject Business meets the suitability criteria selected below for the stated purposes. This certification is issued subject to the limitations, exclusions and conditions described elsewhere in this Certificate. Reliance upon this Certificate by third parties is permitted only to the extent expressly authorized in writing by the Certifying Entity.

Suitability Determinations (check all that apply): Financial stability and liquidity Legal and regulatory compliance Operational capacity and staffing Insurance and risk transfer References and prior performance

LIMITATION OF LIABILITY

The Certifying Entity's certification is based solely on reviewed materials and observations as of the date of issuance. The Certifying Entity disclaims any duty to update the Certificate for events occurring after the issuance date. Except for willful misconduct or gross negligence, the Certifying Entity's total liability to the Subject Business or any third party for claims arising out of this Certificate shall be limited to the fees actually paid for the certification services. Indirect, special, consequential or punitive damages are disclaimed to the fullest extent permitted by law.

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