Certification Document

CERTIFICATION DOCUMENT

Parties

Recitals

WHEREAS, Certifying Party is duly organized and authorized to enter into this Certification Document and desires to certify certain facts and performance obligations in connection with the services and obligations described below; and

WHEREAS, Recipient / Counterparty requires written certification of the matters set forth in this document as a condition to advancing payments, accepting deliverables, or otherwise proceeding with the business relationship between the parties; and

WHEREAS, the parties intend that this Certification Document, together with any Scope of Work and payment provisions set forth herein, shall constitute a binding agreement governing the certified matters from the Effective Date stated below.

Effective Date

Effective Date:

Scope of Work

The Certifying Party shall perform and certify the following work, deliverables, or services. The certification shall attest that the work was performed in accordance with applicable specifications, standards and representations made in connection with this Agreement.

Payment Terms

Payment Amount:

Late Payment: If any undisputed amount remains unpaid after the due date, the unpaid amount shall bear interest at the lesser of (a) % per month or (b) the maximum rate permitted by law. Recipient / Counterparty may withhold further payments for material breach following written notice and opportunity to cure as set forth below.

Term and Termination

This Certification Document shall commence on the Effective Date and shall continue until: End Date: unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon written notice to the other party delivered not less than days prior to the effective termination date. Either party may terminate for material breach if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve the Certifying Party of any certification obligations already provided nor the Recipient of any payment obligations accrued prior to termination.

Confidentiality

For purposes of this Certification Document, "Confidential Information" means non-public information disclosed by one party to the other that is designated in writing as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that: (a) is or becomes generally known to the public other than by a breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure without an obligation of confidentiality; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Receiving party shall use Confidential Information solely for the purposes of performing its obligations under this Certification Document and shall protect such information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. The obligations of confidentiality shall survive termination or expiration for a period of years. Breach of confidentiality shall entitle the disclosing party to injunctive relief in addition to any other remedies at law or in equity.

Certifications, Warranties and Representations

Certifying Party hereby certifies, warrants and represents that: (a) the representations and statements contained in any certification or attestation delivered under this Certification Document are true, complete and correct as of the date of signature; (b) Certifying Party has full authority to make the certifications and to perform the Scope of Work; (c) to the best of Certifying Party's knowledge, performance and deliverables provided comply with all applicable laws, regulations and contractual requirements; and (d) no material facts have been omitted that would make the certifications misleading.

Certifying Party agrees to indemnify and hold harmless Recipient / Counterparty from and against any losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of material inaccuracies in the certifications or breach of the warranties above.

Notices

All notices required or permitted under this Certification Document shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices are effective on receipt.

Governing Law

This Certification Document shall be governed by and construed in accordance with the laws of: without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising out of or relating to this Certification Document.

Entire Agreement

This Certification Document, including any attachments or written amendments executed by the parties, constitutes the entire agreement between the parties with respect to the certified matters and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral. No amendment shall be binding unless executed in writing by both parties.

Execution and Certification

By signing below, the signatories represent and warrant that they are authorized to execute this Certification Document on behalf of the party for whom they sign and that the certifications contained herein are true and accurate as of the date of signature. The signatory further certifies under penalty of perjury that the information provided in any attached certification forms or statements is accurate and complete.

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