Compliance Certification Document

COMPLIANCE CERTIFICATION DOCUMENT

Parties and Background

This Compliance Certification Document (the Certification) is entered into effective as of by and between:

WHEREAS, the Client requires certain goods, services or deliverables and requires assurance that the Contractor and its personnel comply with applicable legal and regulatory requirements;

WHEREAS, the Contractor represents that it has established and maintains policies, procedures and controls necessary to ensure compliance with all applicable laws, regulations and contractual obligations related to the performance of the Scope of Work described below; and

WHEREAS, the parties desire to set forth the Contractor's certification of compliance, the terms under which certification is made, and the remedies available to the Client in the event of noncompliance.

Scope of Work

The Contractor shall perform the work, supply the goods, and deliver the services described below (Scope of Work). The Contractor certifies that all activities undertaken under this Certification will comply with all applicable laws and regulations and with the specific compliance requirements set forth in this document.

Certifications and Representations

The Contractor hereby certifies, represents and warrants to the Client that the following statements are true and correct as of the effective date of this Certification and throughout the Term:

Payment Terms

The Client shall pay the Contractor for the Scope of Work in accordance with the terms set forth below. Payment is contingent on the Contractor's continued compliance with the certifications in this document.

The Contractor acknowledges that failure to maintain compliance may result in suspension of payment, withholding of amounts otherwise due, or setoff against amounts payable. Payment of invoices shall not constitute a waiver of the Client's right to seek remedies for noncompliance.

Term and Termination

This Certification commences on the Start Date and continues through the End Date unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Certification for cause upon written notice if the other party materially breaches any certification obligation and fails to cure within the notice period. The Client may terminate immediately for material noncompliance that presents an imminent risk to the Client or to public welfare.

Confidentiality and Records

The Contractor shall treat as Confidential Information all nonpublic information received from the Client in connection with the Scope of Work and shall not disclose such information except as required by law or with the Client's prior written consent. Confidential information excludes information that (a) is or becomes public other than by breach of this Certification, (b) is rightfully received from a third party without restriction, or (c) is independently developed without use of the Client's confidential information.

The Contractor shall maintain all records necessary to demonstrate compliance for the period specified above and shall permit the Client, or an authorized representative, to audit such records upon reasonable notice during normal business hours. Audit rights include inspection of documents and interview of personnel relevant to compliance matters.

Indemnification and Remedies

The Contractor shall indemnify, defend and hold harmless the Client from and against any losses, liabilities, damages, fines or expenses arising out of Contractor's failure to comply with the certifications in this document, including reasonable attorneys' fees and costs of enforcement. Remedies provided herein are cumulative and in addition to any remedies available at law or equity.

Governing Law and Entire Agreement

This Certification shall be governed by and construed in accordance with the laws of the jurisdiction identified below without regard to conflict of law principles.

This Certification, including any attachments and incorporated documents, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior negotiations, representations and agreements, whether written or oral. Any amendment to this Certification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Certification is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The waiver of any right under this Certification must be in writing. Notices required under this Certification shall be delivered to the contact information provided by each party above.

Signatures

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