E-Certificate Template

E-CERTIFICATE TEMPLATE

This General Business Agreement (the Agreement) is entered into as of , by and between the parties identified below.

RECITALS (WHEREAS)

WHEREAS, Client desires to obtain certain services from Service Provider and Service Provider represents it has the experience and capacity to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the provision of those services and to memorialize the issuance of an electronic certificate evidencing completion or delivery of services where applicable.

WHEREAS, the parties agree that this Agreement, together with any exhibits and any issued e-certificate, will constitute the complete and binding understanding between them.

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards:

PAYMENT TERMS

Client shall pay Service Provider the fees and reimbursements as follows.

All invoices are due as set forth above. Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with the performance of services.

TERM AND TERMINATION

This Agreement commences on , and continues until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other delivered no fewer than days prior to the effective termination date. Either party may terminate immediately for material breach if such breach remains uncured for a period of thirty (30) days following written notice thereof.

Termination shall not relieve Client of obligations to pay for services rendered and expenses incurred prior to the effective date of termination. Sections labeled Confidentiality, Indemnification, Governing Law and Entire Agreement shall survive termination.

CONFIDENTIALITY

Each party (the Receiving Party) agrees to hold in strict confidence and not disclose to any third party any Confidential Information of the other party (the Disclosing Party). Confidential Information includes non-public business, technical and financial information, trade secrets, customer data, pricing and any information designated as confidential or that by its nature should reasonably be understood to be confidential.

The Receiving Party shall use Confidential Information solely for the purposes of performing its obligations under this Agreement and shall take reasonable measures to protect such information, at least as stringent as those it uses to protect its own confidential information. Confidentiality obligations do not apply to information which: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed; or (d) is required to be disclosed by law, provided the Disclosing Party is promptly notified where legally permitted.

INTELLECTUAL PROPERTY & DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Service Provider retains ownership of its pre-existing materials, tools and methodologies. Ownership and any transfer of intellectual property shall be addressed in any separate exhibits or written assignments executed by the parties.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or breach of this Agreement, subject to the indemnified party providing prompt written notice of any claim and reasonable cooperation in the defense.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules and any issued electronic certificate, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates in writing.

E-CERTIFICATE DETAILS (IF APPLICABLE)

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