Client Service Certification

CLIENT SERVICE CERTIFICATION

Client Name:    Service Provider:

RECITALS

WHEREAS, Client has engaged Service Provider to perform certain professional services described herein under the terms set forth in this certification and any referenced service order or invoice identified as: Service Order Number: ;

WHEREAS, Service Provider represents that the services were performed in accordance with applicable professional standards and the agreed scope; and

WHEREAS, the parties desire to reduce to writing the Client's certification of receipt and acceptance of services and the parties' mutual acknowledgements as set forth below, effective as of .

SCOPE OF WORK

The specific services performed by Service Provider and accepted by Client are described below. If additional detail is attached, list attachments in the Attachments section.

PAYMENT TERMS

Total Amount Due: $

Payment is due within days of Client's receipt of a correct invoice. Late payments shall accrue interest and fees as set forth below.

Late Payment Fee: . Client agrees that late fees and collection costs, including reasonable attorneys' fees, are recoverable.

TERM AND TERMINATION

Term Start Date: ; Term End Date: .

Either party may terminate this certification for cause upon written notice to the other party if the other party materially breaches its obligations and fails to cure within days after receipt of written notice. Termination shall not relieve Client of obligations to pay for services performed and accepted prior to termination.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party in connection with the services, and shall not disclose or use such information except to perform obligations under this certification. Confidential information does not include information that (i) is or becomes publicly available through no wrongful act of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is disclosed to the receiving party by a third party without restriction; or (iv) is independently developed by the receiving party. If disclosure is compelled by law, the receiving party shall provide prompt written notice to the disclosing party and limit disclosure to the extent legally required.

GOVERNING LAW

This certification 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 document, together with any attachments and referenced service orders or invoices, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings or communications, whether written or oral.

CERTIFICATION

By placing a check in the boxes below and providing the signature, the undersigned parties certify and acknowledge as follows:

  Client certifies that the services described in the Scope of Work have been received and accepted as complete and conforming to the agreed scope, except as noted in Attachments.

  Client certifies that any invoice submitted by Service Provider for the certified services is accurate to the best of Client's knowledge and is payable in accordance with the Payment Terms, subject to any good-faith disputes.

Each party represents and warrants that the person executing this certification on its behalf is duly authorized to bind such party to the terms set forth herein.

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