Certification Document Digital Certificate

CERTIFICATION DOCUMENT — DIGITAL CERTIFICATE

This Digital Certificate (the Certificate) is entered into by and between:

Issuer Name:    Recipient Name:

WHEREAS

WHEREAS, Issuer represents and warrants that it has the authority and technical capacity to generate, sign and issue cryptographic digital certificates representing the identity and entitlement described herein;

WHEREAS, Recipient requires a digital certificate to authenticate identity and to enable secure electronic transactions and cryptographic operations in accordance with the terms set forth below;

WHEREAS, the parties desire to set forth the scope, conditions, responsibilities, limitations, and certification details with respect to the issued digital certificate.

CERTIFICATE IDENTIFICATION

Certificate ID:    Format: PDF PEM PKCS#12

Issuer Reference:    Digital Signature Hash (SHA-256):

SCOPE OF WORK

ISSUANCE AND VALIDITY

Effective Date:    Expiration Date:

The Certificate is issued solely for the purposes stated in the Scope of Work and is valid only for the cryptographic keys and identity attributes explicitly enumerated in this document. Issuer shall revoke or suspend the Certificate if private key compromise, material misrepresentation or breach of these terms occurs.

PAYMENT TERMS

All fees are payable in lawful currency of record. Failure to pay when due entitles Issuer to suspend certificate services after providing the notice and cure opportunity identified in the Term and Termination section.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Certificate for material breach if the breaching party fails to cure such breach within the notice period. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations and confidentiality duties.

CONFIDENTIALITY

Each party shall keep confidential all non-public technical, business and security information received under or in connection with this Certificate, including private keys, key recovery information and internal security procedures. Confidential information shall not be disclosed except to authorized contractors, auditors, or as required by law, and only after reasonable efforts to limit further disclosure and to notify the other party.

Confidential information does not include information that (i) is or becomes public without breach, (ii) was rightfully known prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed.

REPRESENTATIONS AND WARRANTIES

Each party represents that it has the authority to enter this Certificate. Issuer warrants that certificates will be generated and signed in accordance with the technical practices described in the Scope of Work and that private keys under Issuer control are protected using industry accepted safeguards. EXCEPT AS EXPRESSLY PROVIDED, ISSUER MAKES NO OTHER WARRANTIES, AND DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

Neither party shall be liable for incidental, special, punitive or consequential damages arising from issuance, reliance upon, revocation or suspension of the Certificate. Except for willful misconduct or gross negligence, total aggregate liability for direct damages shall not exceed fees paid under this Certificate in the twelve months preceding the claim.

GOVERNING LAW

This Certificate shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to conflict of law principles.

ENTIRE AGREEMENT

This Certificate constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements and communications, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL PROVISIONS

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