Corporate Business Certificate

CORPORATE BUSINESS CERTIFICATE

Execution Date:   This Corporate Business Certificate (the "Certificate") is executed by the parties identified below to certify corporate details and to set forth the operative commercial agreement between the parties as provided herein.

WHEREAS

WHEREAS, Corporation Name: (the "Corporation") is duly organized and validly existing under the laws of the jurisdiction set forth below; and

WHEREAS, Other Party Name: (the "Counterparty") desires to engage the Corporation, and the Corporation agrees, on the terms set forth in this Certificate and accompanying agreement; and

WHEREAS, the undersigned officers of the Corporation are authorized to certify corporate facts and to execute agreements binding the Corporation as set forth below.

CORPORATE INFORMATION

OFFICERS

AGREEMENT TERMS

Scope of Work

The Corporation shall perform the services described below for the Counterparty in accordance with the terms of this Certificate.

Payment Terms

Contract Amount: payable in accordance with the following schedule.

Late Fee: If any payment is not made within days after the due date, interest shall accrue at a rate of , and the Corporation may suspend performance until outstanding amounts are paid.

TERM AND TERMINATION

Term Commencement Date: . Termination Date: .

Either party may terminate this Certificate for convenience upon days' prior written notice. Termination for cause may be immediate if a material breach is not cured within days after written notice of breach.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Certificate it will have access to Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is marked confidential or would reasonably be considered confidential under the circumstances. Each party shall: (a) use Confidential Information solely to perform its obligations under this Certificate; (b) restrict disclosure to employees, agents, and contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those hereunder; and (c) protect such information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential obligations do not apply to information that: (i) is or becomes public through no breach of this Certificate; (ii) was already rightfully known by the receiving party prior to disclosure; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by applicable law or by a court or governmental authority, provided the receiving party gives prompt written notice to the disclosing party and cooperates in any efforts to seek confidential treatment.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Certificate, together with any exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and representations, whether written or oral. Any amendment or modification to this Certificate must be in writing and signed by authorized representatives of both parties.

CERTIFICATION AND REPRESENTATIONS

The undersigned officers of the Corporation hereby certify that the information set forth above accurately reflects corporate facts as of the Execution Date and that the execution of this Certificate and the performance of its obligations hereunder have been duly authorized by all necessary corporate action.

Sign Now