Certification Master Template

CERTIFICATION MASTER TEMPLATE

Agreement No.:

This Certification Master Template (the Agreement) is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client requires certifications, attestations, and compliance deliverables in connection with its operations, contracts, or regulatory obligations; and

WHEREAS, Contractor represents that it has the requisite expertise, personnel, and systems to perform certification services and to provide certification documentation in the form and within the timeframes required by Client; and

WHEREAS, the parties desire to set forth the terms under which Contractor will prepare, deliver, and certify required deliverables and under which Client will compensate Contractor.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Contractor a total fee of for the services and deliverables specified herein.

Late Payment: Unpaid amounts shall accrue interest at compounded monthly, and Client shall be responsible for reasonable collection costs and attorneys' fees.

TERM AND TERMINATION

Effective Date: . Termination Date or Duration: .

Termination for Convenience: Either party may terminate this Agreement by providing written notice to the other party at least days prior to the intended termination date. Termination shall not relieve Client of its obligation to pay for work performed and accepted prior to termination.

Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure within a commercially reasonable period after written notice, or immediately where cure is not reasonably possible.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other, whether marked confidential or reasonably understood to be confidential, including but not limited to business records, technical data, personnel information, pricing, security procedures, and certification materials. Each party shall: (a) use Confidential Information solely for performance of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those hereunder.

Exclusions: Confidential Information does not include information that is: (i) already lawfully known by the recipient without restriction; (ii) publicly available through no breach by the recipient; (iii) independently developed by the recipient without use of the disclosing party's Confidential Information; or (iv) required to be disclosed by law or valid order of a court or other governmental body, provided the recipient gives prompt notice and cooperates to limit disclosure.

REPRESENTATIONS, WARRANTIES, AND CERTIFICATIONS

Contractor represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform the obligations herein; (b) all deliverables will materially conform to the specifications set forth in the Scope of Work and to generally accepted professional standards; (c) the certifications and statements provided shall be true, accurate, and complete to the best of Contractor's knowledge as of the date of issuance; and (d) Contractor will comply with applicable laws, regulations, and industry standards in providing services and certifications.

Contractor certifies compliance with applicable data security standards.

Contractor certifies there exists no conflict of interest that would impair its independence in providing certification services.

Contractor certifies that the individual signing below is authorized to bind Contractor to this Agreement.

AUDIT RIGHTS AND RECORDS

Contractor shall maintain complete and accurate records relating to performance of services and certifications for a period of following final payment. Client, or its authorized representative, shall have the right to audit such records upon reasonable prior written notice and during normal business hours to verify compliance with this Agreement.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Contractor's gross negligence, willful misconduct, or material breach of this Agreement, except to the extent caused by Client's negligence or willful misconduct. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, BUT THIS LIMITATION SHALL NOT APPLY TO LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with all attachments and written change orders executed by the parties, constitutes the entire agreement between Client and Contractor with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Notices shall be in writing and sent to the addresses set forth below. If any provision is determined to be unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor as part of a corporate reorganization.

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