Control Certificate Template

CONTROL CERTIFICATE TEMPLATE

This Control Certificate and Services Agreement (the Certificate and Agreement) is made and entered into as of by and between:

RECITALS

WHEREAS, the Certifying Party is the controlling person or authorized representative of the entity identified below and possesses the authority to make the certifications and representations set forth in this Certificate and Agreement;

WHEREAS, the Beneficiary requires a written certificate evidencing control, authority and certain representations as a condition to entering or continuing a business relationship or transaction with the Certifying Party or the entity controlled by the Certifying Party;

WHEREAS, the parties wish to set forth the scope of the certification services, payment terms, confidentiality obligations, and governing law related to the issuance of this Control Certificate.

IDENTIFICATION OF ENTITY AND CONTROL

Entity is a: Corporation Limited Liability Company Partnership Trust Other

SCOPE OF WORK

The Certifying Party will deliver a written Control Certificate and ancillary documentation and will perform the following certification services:

PAYMENT TERMS

Fees for the certification services shall be:

Invoices not paid within days of the invoice due date shall incur a late fee of per month, or the maximum permitted by applicable law if less.

TERM AND TERMINATION

The term of this Certificate and Agreement commences on and will continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement upon days' prior written notice to the other party. Termination will not relieve the Certifying Party of obligations to complete work already in progress or the obligation of the Beneficiary to pay for services performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, including business plans, financial information, customer lists, and drafts of the Control Certificate. The receiving party shall (a) hold such information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose such information to third parties except to employees, agents or professional advisors who have a need to know and are bound by confidentiality obligations; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidentiality obligations do not apply to information that (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party and cooperates to seek protective measures.

CONTROL CERTIFICATE - REPRESENTATIONS AND CERTIFICATIONS

The Certifying Party hereby certifies, represents and warrants to the Beneficiary that, as of the date below:

1. The Certifying Party is the controlling person of the Entity identified above or is duly authorized to execute this Certificate on behalf of such controlling person.
2. The Certifying Party has full power and authority to execute, deliver and perform this Certificate and Agreement and the execution, delivery and performance do not violate any agreement, law, or order to which the Certifying Party or the Entity is subject.
3. No material unresolved claim, litigation, or regulatory proceeding exists that would reasonably be expected to impair the authority represented herein.
4. The facts and information provided in this Certificate are true, correct and complete in all material respects as of the date signed.

GOVERNING LAW

This Certificate and Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law.

ENTIRE AGREEMENT

This Certificate and Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

NOTICES

MISCELLANEOUS PROVISIONS

If any provision of this Certificate and Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality or misuse of the Control Certificate and that injunctive relief is an appropriate remedy in addition to any other remedies available at law or in equity.

AUTHORIZED REPRESENTATIVE

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