Executive CEO Certificate

EXECUTIVE CEO CERTIFICATE AND BUSINESS AGREEMENT

Recitals

WHEREAS, Company Name: is a corporation duly organized and validly existing under the laws of Jurisdiction: with its principal place of business at Address: ;

WHEREAS, the board of directors of the Company by resolution adopted on Resolution Date: authorized and delegated to the Chief Executive Officer the authority to negotiate, execute and deliver the Agreement described herein and to bind the Company to the Agreement's terms; and

WHEREAS, Chief Executive Officer: holds the office of Chief Executive Officer and certifies that the actions and signatures set forth below are within the scope of the delegated authority.

Agreement — Scope of Work

Payment Terms

The Company shall pay to Service Provider Name: the Fees described below for performance of the Scope of Work.

All payments are due according to the schedule above. Payments not made when due shall accrue the Late Payment Fee until paid in full. The Company may withhold any amounts reasonably disputed in good faith pending resolution, provided written notice of dispute is delivered within ten (10) days of receipt of the invoice.

Term and Termination

This Agreement shall commence on Start Date: and continue through End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the Notice Period specified above following written notice. Termination for convenience may be effected by either party upon delivery of the notice period, subject to payment for Work performed through the effective date of termination.

Confidentiality

Each party shall keep confidential and shall not disclose to any third party Confidential Information of the other party except as necessary to perform under this Agreement or as required by law. "Confidential Information" means all nonpublic information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years.

Representations and Warranties; Certification

The Chief Executive Officer certifies that he or she has full authority to execute this Agreement on behalf of the Company and that all corporate approvals required for execution and performance have been obtained. The Company represents that it is duly organized, in good standing, and has the corporate power to enter into and perform this Agreement and that this Agreement constitutes a valid and binding obligation of the Company enforceable in accordance with its terms.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of State: without regard to conflict of law principles. Exclusive venue for disputes arising under this Agreement shall be the state or federal courts located in the jurisdiction selected above, to the extent enforceable.

Entire Agreement

This instrument, including any exhibits or schedules attached hereto and the certifications herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, proposals and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by duly authorized representatives of both parties.

Authority Certification

I, the undersigned Chief Executive Officer, hereby certify that the foregoing recitals are true and correct, that the board of directors has authorized the execution of this Agreement as described above, and that the execution and delivery of this Agreement have been validly authorized and constitute the binding obligation of the Company.

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