Certification Warrant Template

CERTIFICATION WARRANT

Certifying Party Name:

Certifying Party Address:

Recipient Name:

Recipient Address:

WHEREAS

WHEREAS, Certifying Party is duly organized and validly existing under the laws of the jurisdiction in which it is formed and has full corporate power and authority to enter into and perform this Certification Warrant; and

WHEREAS, Recipient requires written certification and warranty regarding the facts, compliance, and authority described herein in connection with the transaction or services identified as: Transaction Reference: and effective date of certification: ; and

WHEREAS, Certifying Party is willing to provide the representations, warranties, and covenants set forth below to induce Recipient to rely upon the veracity of the matters certified herein.

SCOPE OF CERTIFICATION

CERTIFICATIONS AND WARRANTIES

Certifying Party hereby certifies and warrants to Recipient, as of the certification effective date, that:

1. Authority: Certifying Party has full corporate power and authority to execute, deliver and perform this Certification Warrant, and the individual executing this instrument is authorized to do so.
2. Accuracy: The statements, records, and documents identified in the Scope of Certification are true, complete and correct in all material respects and conform to the standards and specifications expressly set forth therein.
3. Compliance: Any representations regarding compliance with laws, permits, regulations, licenses, or standards are accurate and Certifying Party has no notice of any violations that would materially impair performance under the referenced transaction.
4. No Conflicting Obligations: Execution and performance of this Certification Warrant do not conflict with, or constitute a breach of, any agreement, lien, encumbrance, judgment, or order binding on Certifying Party.

PAYMENT TERMS (IF APPLICABLE)

If payment is not received within days after the due date, late fee assessed at on the overdue balance, calculated monthly.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Certification Warrant for convenience upon providing days' prior written notice to the other party. Termination for cause is permitted upon material breach that remains uncured for days following written notice specifying the breach.

CONFIDENTIALITY

Each party shall maintain in strict confidence all non-public information disclosed in connection with this Certification Warrant ("Confidential Information") and shall not disclose Confidential Information to any third party except to its affiliates, employees, legal counsel, accountants, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that is (a) already known to the receiving party without obligation of confidentiality, (b) becomes publicly available through no fault of the receiving party, or (c) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives prompt written notice to the disclosing party and cooperates in seeking protective measures.

INDEMNIFICATION

Certifying Party shall indemnify, defend and hold harmless Recipient from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the certifications and warranties set forth herein, except to the extent such losses arise from Recipient's gross negligence or willful misconduct.

NOTICES

GOVERNING LAW

This Certification Warrant shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located within that jurisdiction for the resolution of any dispute arising out of or relating to this instrument.

ENTIRE AGREEMENT

This Certification Warrant, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

SEVERABILITY AND REMEDIES

If any provision of this Certification Warrant is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The remedies provided herein are cumulative and in addition to any other remedies available at law or in equity.

EXECUTION

This Certification Warrant may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Certification Warrant by exchange of electronically signed copies or facsimile shall have the same force and effect as delivery of an original signed document.

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