Certification Services Agreement

CERTIFICATION SERVICES AGREEMENT

This Certification Services Agreement (the "Agreement") is entered into effective as of by and between Client Name: (hereinafter "Client") and Service Provider Name: (hereinafter "Provider"). Each of Client and Provider may be referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider is duly qualified and experienced in providing certification preparation, testing coordination, documentation, and advisory services related to industry-specific certifications and compliance requirements; and

WHEREAS, Client desires to engage Provider to perform certification services as set forth in this Agreement, and Provider is willing to perform such services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. SCOPE OF WORK

Provider shall perform the certification services described below (the "Services"). Provider will furnish all labor, materials, equipment, and supervision necessary to accomplish the Services except as otherwise specified in this Agreement.

2. DELIVERABLES AND ACCEPTANCE

Provider shall deliver certified documentation, test reports, and any required application or submission packages (collectively, "Deliverables") in accordance with the schedule set forth in the Scope of Work. Client shall have a period of fifteen (15) days following receipt of each Deliverable to inspect and either accept or reject the Deliverable in writing. If Client does not provide written notice of rejection within the inspection period, the Deliverable shall be deemed accepted.

3. PAYMENT TERMS

In consideration for the Services, Client shall pay Provider the fees and expenses set forth below. All fees are due in United States dollars and exclusive of applicable taxes unless otherwise stated.

Provider may suspend performance if invoices are not paid within thirty (30) days following the invoice date. Client shall remain liable for all undisputed amounts and reasonable costs of collection, including attorneys' fees.

4. TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon prior written notice to the other Party given at least days prior to the effective termination date. Either Party may terminate for material breach that remains uncured thirty (30) days after receipt of written notice specifying the breach.

On termination, Client shall pay Provider for Services performed and authorized reimbursable expenses incurred through the effective date of termination and for any non-cancellable commitments made by Provider in good faith.

5. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one Party ("Discloser") to the other Party ("Recipient") in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information excludes information that is: (a) publicly known through no breach by Recipient; (b) rightfully known by Recipient prior to disclosure; (c) independently developed by Recipient without use of Discloser's Confidential Information; or (d) rightfully obtained from a third party without restriction.

Recipient shall: (i) hold the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) use the Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees and contractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein. Recipient may disclose Confidential Information as required by law provided Recipient gives Discloser prompt written notice and cooperates in seeking protective measures.

6. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in methodologies, tools, templates, software, and know-how used or developed by Provider prior to or independently of this Agreement ("Provider Materials"). Unless otherwise agreed in writing, Client is granted a non-exclusive, non-transferable license to use the Deliverables solely for Client's internal business purposes. Ownership of Client-provided materials and Client data remains with Client.

7. REPRESENTATIONS, WARRANTIES, AND LIMITATIONS

Each Party represents that it has the full right, power, and authority to enter into this Agreement. Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS, OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

8. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any third-party claims arising out of the indemnifying Party's gross negligence, willful misconduct, or breach of its representations, warranties or obligations under this Agreement. The indemnified Party shall promptly notify the indemnifying Party of any claim and permit the indemnifying Party to control the defense and settlement thereof, provided that the indemnifying Party shall not settle any claim that admits liability or obligates the indemnified Party without the indemnified Party's prior written consent.

9. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable federal, state, and local laws, regulations, and orders in performing its obligations under this Agreement. Provider shall obtain and maintain any licenses, permits, or certifications required to perform the Services.

10. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of State of Jurisdiction: without regard to conflict of law principles. The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If negotiation fails, the Parties agree that any unresolved dispute shall be resolved by binding arbitration in the county of jurisdiction in accordance with the applicable arbitration rules selected by the initiating Party.

11. ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by both Parties.

12. MISCELLANEOUS

Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. The provisions of Sections 5 (Confidentiality), 6 (Intellectual Property), 7 (Representations, Warranties, and Limitations), 8 (Indemnification), 10 (Governing Law; Dispute Resolution) and 11 (Entire Agreement) shall survive any termination or expiration of this Agreement.

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided by the Parties below or to such other address as a Party may designate by written notice. Notices shall be deemed effective upon receipt.

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