Client Certification Agreement

Client Certification Agreement

This Client Certification Agreement (the "Agreement") is entered into as of by and between Client Name: and Certifying Party Name: .

WHEREAS

WHEREAS, Client desires that certain information, representations and materials be certified by Certifying Party for the purpose of demonstrating Client's compliance with applicable standards, contractual obligations, or other specified requirements; and

WHEREAS, Certifying Party represents that it has the requisite expertise, qualifications and authority to perform the certification described in this Agreement and to issue a certification statement upon satisfaction of the certification criteria set forth herein.

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

Scope of Work

Certifying Party shall perform the services described above and, upon completion and verification of the criteria set forth in the Scope of Work, shall deliver to Client a written Certification Statement specifying the scope, effective date, and any limitations or qualifications of the certification. Deliverables shall be provided to Client at the address specified below unless otherwise agreed in writing.

Certification Obligations and Client Representations

Client certifies and represents that all information, documentation and materials provided to Certifying Party in connection with the Scope of Work are true, complete and accurate to the best of Client's knowledge and belief. Client shall promptly notify Certifying Party of any material change to such information that occurs prior to issuance of the Certification Statement.

Client further authorizes Certifying Party to access, inspect and copy records reasonably necessary to verify the matters subject to certification and to rely on information provided by Client's employees, agents or third-party contractors, provided Certifying Party's reliance is reasonable in the circumstances.

Payment Terms

Client shall pay Certifying Party the fees set forth below in consideration for the services and the issuance of a Certification Statement.

All amounts are due in U.S. dollars. Unless otherwise specified in the Payment Schedule, invoices are due within days of invoice date. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, commencing the day after payment was due.

Term and Termination

Term: This Agreement shall commence on the Effective Date and shall continue in effect until the completion of the Scope of Work and delivery of the Certification Statement, unless earlier terminated in accordance with this Section.

Start Date:    End Date (if applicable):

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. In addition, either party may terminate for convenience upon days prior written notice, subject to payment for work performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party shall maintain in confidence all information of the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that (a) is or becomes generally known to the public without breach of this Agreement, (b) is rightfully known by the receiving party at the time of disclosure, (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (d) is rightfully obtained from a third party without restriction.

The receiving party may disclose Confidential Information to the extent required by law or valid order of a court or governmental body; provided that, to the extent permitted, the receiving party provides prompt written notice to the disclosing party and cooperates in any lawful effort by the disclosing party to limit disclosure or obtain confidential treatment.

Indemnification and Limitation of Liability

Client shall indemnify, defend and hold harmless Certifying Party and its affiliates, officers, directors and employees from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Client's breach of its certifications or representations made under this Agreement or from false statements, omissions or fraudulent conduct by Client. Certifying Party's liability for damages shall be limited to direct damages and shall not exceed the total fees paid by Client to Certifying Party under this Agreement, except in cases of willful misconduct or gross negligence.

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.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree that any notices required or permitted hereunder shall be in writing and delivered to the addresses set forth in this Agreement or such other addresses as the parties may designate in writing.

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