Certificate of Business Independence

CERTIFICATE OF BUSINESS INDEPENDENCE

Parties and Effective Date

Certifying Business Name:

Certifying Business Address:

Recipient/Counterparty Name:

Effective Date:

Recitals

WHEREAS, Certifying Business is engaged in the business of providing goods and/or services as described in the Scope of Work below and seeks to confirm for the Recipient that it operates independently and without disqualifying business relationships that would create a material conflict of interest; and

WHEREAS, Recipient requires written certification that Certifying Business is not controlled by, affiliated with, or subject to material ownership or control by any entity or individual that would materially impair Certifying Business's independent judgment or performance under any contract contemplated between the parties; and

WHEREAS, both parties desire a written statement of the business independence representations and covenants of Certifying Business, and to set certain commercial terms for work to be performed.

Scope of Work

Certificate of Independence — Representations and Warranties

Certifying Business hereby represents and warrants to Recipient as of the Effective Date that the following statements are true and correct:

1. Ownership and Control: Certifying Business is not owned or controlled, directly or indirectly, by Recipient or by any affiliate of Recipient that would create a material conflict of interest. No individual or entity holds a beneficial ownership interest in Certifying Business greater than:

2. Affiliations and Common Management: Certifying Business has no current agreements, joint ventures, common management, or other contractual arrangements that would materially compromise its independent performance, except as disclosed here:

3. Conflicts of Interest: To the best of Certifying Business's knowledge, there are no conflicts of interest that would prevent it from providing the goods or services described in the Scope of Work in a fair and impartial manner. If a potential conflict arises during performance, Certifying Business will promptly notify Recipient in writing.

Payment Terms

All invoiced amounts are due pursuant to the Payment Schedule. Overdue amounts bear interest at the late payment fee rate set forth above and Certifying Business may suspend performance if amounts due remain unpaid thirty (30) days after written notice.

Term and Termination

Term Start Date:      Term End Date:

Either party may terminate this Certificate and any related services for convenience upon providing the notice period set forth above. Termination for cause may be immediate if a material breach is not cured within fourteen (14) days after written notice.

Confidentiality

Each party shall maintain in confidence all information designated as confidential by the other party or which a reasonable person would understand to be confidential. Confidential information shall not be disclosed except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. These obligations survive termination for a period of three (3) years except with respect to trade secrets, which shall remain protected to the maximum extent permitted by law.

Additional Certifications

Please indicate by checking the applicable boxes and, where requested, supply brief details of any disclosure.

Certifying Business has no common ownership greater than the stated threshold with Recipient.

Certifying Business and Recipient do not share senior management or board members that create a material conflict.

Certifying Business is not subject to any exclusive agreement that would prevent independent performance.

Governing Law; Entire Agreement

Governing Law Jurisdiction:

This Certificate of Business Independence, together with any written attachments and the Scope of Work set forth above, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior agreements, understandings, and representations. Any amendment must be in writing and signed by duly authorized representatives of both parties.

Legal Certification

The undersigned certifies that he or she is authorized to execute this Certificate on behalf of Certifying Business and that the statements contained herein are true and correct to the best of his or her knowledge. The undersigned acknowledges that material misrepresentation in this Certificate may result in contractual remedies, including termination, and may subject Certifying Business to legal liabilities.

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