Business Validation Document

Business Validation Document

Parties and Recitals

This Business Validation Document (the "Document") is entered into as of Effective Date:

BETWEEN: Business Name: , a business organized at Address: (hereafter "Business");

AND: Validator Name: , an entity located at Validator Address: (hereafter "Validator").

WHEREAS, Business seeks validation of certain corporate and operational documents and representations for the purposes of commercial onboarding, due diligence, or third-party acceptance; and

WHEREAS, Validator has expertise to examine corporate records, identify gaps and confirm that supplied documentation meets specified criteria; and

WHEREAS, the parties desire to set forth the scope of the validation, payment terms and mutual obligations in writing.

Scope of Work

Validation Checklist

Please indicate which items Business has provided for review (check all that apply):

Articles of Incorporation / Organization

Operating Agreement / Bylaws

Employer Identification Number / Tax ID

Government-issued ID for Authorized Representative

Proof of Business Address (utility bill or lease)

Payment Terms

Validation Fee: $ payable in accordance with the schedule below.

Payment is due within days of invoice. Late payments shall incur a late fee of per month on the outstanding balance, or the maximum allowed by law, whichever is less.

Term and Termination

Term Commencement Date: . Anticipated Completion or Termination Date: .

Either party may terminate this Document for convenience upon written notice delivered at least days prior to the intended termination date. Termination for material breach is effective upon written notice if the breaching party fails to cure within 15 days after receipt of notice, unless a different cure period is specified herein.

Confidentiality

Each party acknowledges that during the performance of this Document it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or other information disclosed in any form. Recipient shall: (a) use Confidential Information solely to perform obligations under this Document; (b) restrict disclosure to employees, agents or subcontractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise reasonable care to prevent unauthorized disclosure. Confidential Information does not include information that: (i) is or becomes publicly available without breach; (ii) was known by Recipient prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Representations and Certifications

Business represents and warrants that the information and documents provided to Validator are true, complete and accurate to the best of its knowledge as of Validation Date: . Business further certifies that no material fact has been omitted that would render the provided materials misleading.

Governing Law

This Document shall be governed by and construed in accordance with the laws of the jurisdiction of: , without regard to its conflict of laws principles. Venue for any dispute shall be in the courts located in that jurisdiction, subject to mandatory legal exceptions.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable for consequential, incidental, special or punitive damages. Aggregate liability of each party under this Document is limited to direct damages not to exceed the total fees paid to Validator under this Document during the six (6) month period preceding the claim.

Entire Agreement; Amendment

This Document, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior oral or written agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

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