Certification and Representation Form

CERTIFICATION AND REPRESENTATION FORM

Parties

Corporation    Limited Liability Company (LLC)    Individual / Sole Proprietor    Other

Recitals

WHEREAS, Client Name: desires to engage Representative to perform certain professional services as described below; and

WHEREAS, Representative Name: certifies that it has the authority, expertise, and legal capacity to perform such services and to make the certifications and representations set forth in this document; and

WHEREAS, the parties wish to set forth the scope, compensation, and certain certifications and representations upon which Client will rely in awarding engagements to Representative.

Scope of Work

Describe the services, deliverables, milestones, and any performance standards below. If additional tasks or deliverables are required, they must be documented in a written amendment signed by both parties.

Payment Terms

Invoices are due and payable within days of receipt. Overdue invoices will incur a late fee of , compounded monthly, or a minimum late charge of , whichever is greater.

Term and Termination

This Agreement commences on and continues until , unless earlier terminated as provided below. Either party may terminate this Agreement for convenience upon days' prior written notice.

Either party may terminate for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Certification and Representations

Representative certifies, represents, and warrants to Client that the following statements are true and correct as of the date of signature below. Check each box to affirm the representation. If any representation cannot be affirmed, provide an explanation in the Exceptions field.

Representative has full corporate or legal authority to enter into and perform this Agreement.

Representative will comply with all applicable laws, rules, and regulations in performing the services.

Representative's performance of this Agreement will not violate any agreement, obligation, or duty to any third party.

Representative and its principals are not debarred, suspended, or otherwise ineligible for federal or state contracting.

Representative further certifies that all factual statements, attachments, and documents provided in connection with this Agreement are true, complete, and accurate to the best of Representative's knowledge and belief, and that Representative will promptly notify Client of any material change to such information.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by Client to Representative, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Representative shall: (a) use Confidential Information solely for the performance of obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees and contractors with a need to know who are bound by confidentiality obligations; and (c) exercise at least the same degree of care to protect Confidential Information as Representative uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that is (i) publicly available through no fault of Representative; (ii) rightfully received from a third party without restriction; (iii) independently developed by Representative without use of Client's Confidential Information; or (iv) required to be disclosed by law, provided Representative gives Client prompt written notice of such requirement and cooperates with Client in any lawful attempt to limit disclosure.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising under this Agreement.

Entire Agreement

This Certification and Representation Form, together with any exhibits or written amendments signed by both parties, 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 oral or written. No modification of this Agreement will be effective unless in writing and signed by both parties.

Acknowledgment

By signing below, the undersigned certifies under penalty of perjury that they are authorized to bind the party for which they sign, that the information provided in this form is true and correct, and that the representations and certifications set forth above are made knowingly and voluntarily.

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