Certification Service Contract

CERTIFICATION SERVICE CONTRACT

This Certification Service Contract ("Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client engages Service Provider to perform certification services related to the evaluation and issuance of certifications as further described in this Agreement; and

WHEREAS, Service Provider represents that it has the professional qualifications, certifications, and experience necessary to perform the certification services and will perform such services in accordance with applicable professional standards and controlling law; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide certification services to Client.

1. SCOPE OF WORK

Service Provider shall provide professional certification services including, but not limited to: assessment, inspection, testing, documentation, issuance of certificates, and any follow-up required to obtain certification. The specific deliverables, milestones and acceptance criteria are described below and shall form part of this Agreement.

2. PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables described in this Agreement. All amounts are stated in United States dollars, unless otherwise agreed in writing.

Invoices are due within days of receipt. Past-due amounts shall accrue interest at the lesser of % per month or the highest rate permitted by law. Client shall also reimburse Service Provider for reasonable out-of-pocket expenses incurred in connection with performance, provided such expenses are pre-approved in writing.

3. TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date or until otherwise terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice specifying the breach. Termination does not relieve Client of the obligation to pay for services rendered and expenses incurred prior to termination.

4. CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential under the circumstances. Receiving party shall (a) use Confidential Information only for performance of this Agreement; (b) protect Confidential Information using 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 except to employees or contractors who need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations survive termination for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets.

5. WARRANTIES AND LIMITATIONS

Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND TOTAL LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

6. INDEPENDENT CONTRACTOR; ASSIGNMENT

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be solely responsible for all taxes, withholdings, insurance and benefits. Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or successor by merger or asset sale.

7. 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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for resolution of disputes.

8. ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing signed by both parties.

9. NOTICES

All notices under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address as a party may designate by written notice. Notice is effective upon receipt.

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