Business Verification Guide

BUSINESS VERIFICATION GUIDE

Client Name:     Verifier Name:

Effective Date:

Recitals

WHEREAS, Client engages Verifier to perform business verification services to confirm corporate existence, ownership, authority, and specified background information for the Client's business relationship and compliance purposes; and

WHEREAS, Verifier represents that it has the expertise, procedural safeguards, and lawful access to obtain, review and deliver verification information subject to the terms and conditions set forth in this Guide; and

WHEREAS, the parties desire to document the verification scope, procedures, fees, confidentiality obligations, and governing law applicable to verification services rendered hereunder.

Scope of Work

Verification Procedures and Required Documentation

Verifier shall, in a commercially reasonable manner, collect, verify, and report information set forth below. Verification activities may include public record searches, confirmation of corporate filings, validation of tax or registration identifiers, and cross-referencing supplied documentation.

Business license or registration

Articles of incorporation / formation

Tax identification number (EIN/Tax ID)

Operating agreement / partnership agreement

Recent bank statement or proof of funds

Proof of principal address (utility bill, lease)

Payment Terms

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

Late Payment: Any undisputed amount not paid when due shall bear interest at a rate of or the maximum rate permitted by law, whichever is lower. Client is responsible for all collection costs, including reasonable attorney fees.

Term and Termination

Term Start Date:     Term End Date:

Either party may terminate this agreement for convenience by providing written notice to the other party at least days prior to the intended termination date. Termination for material breach by either party shall be effective if the breaching party fails to cure the breach within 30 days after receipt of written notice specifying the breach. Termination shall not relieve Client of payment obligations for services performed through the effective date of termination.

Confidentiality

Each party acknowledges that in performing its obligations under this Guide, it may receive Confidential Information of the other party. "Confidential Information" shall mean non-public information disclosed in any form and marked or reasonably understood to be confidential. Each party shall: (a) maintain Confidential Information in strict confidence; (b) use Confidential Information solely for the purposes of performing obligations under this Guide; and (c) restrict disclosure to those employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information shall not include information that is (i) publicly known through no fault of the receiving party; (ii) rightfully received from a third party without breach of any obligation of confidentiality; or (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law or valid court order, provided it gives the disclosing party prompt written notice and cooperates in any efforts to limit disclosure.

Survival: The confidentiality obligations in this section shall survive termination or expiration of this Guide for a period of years.

Governing Law and Dispute Resolution

This Guide shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties agree that exclusive venue for any dispute arising out of or relating to this Guide shall be the state or federal courts located in that State, and each party consents to personal jurisdiction therein.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Guide and to perform its obligations hereunder, and that performance will not violate any agreement or legal obligation applicable to it.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, each party's aggregate liability to the other for any claim arising out of this Guide shall not exceed the total fees paid by Client to Verifier under this Guide during the twelve (12) month period preceding the event giving rise to the claim.

Entire Agreement

This Guide constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Contact and Notice Information

Acknowledgment

By signing below, each party certifies that the information provided in connection with this Guide is true and correct to the best of its knowledge and that it has authority to enter into this Guide. The parties further acknowledge that Verifier may rely on documents and representations provided by Client, and Client agrees to hold Verifier harmless for reliance on materially accurate documentation provided in good faith.

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