Legal Attestation Template

LEGAL ATTESTATION TEMPLATE

This Legal Attestation Agreement (the Agreement) is made as of by and between Attesting Party: with address: and Recipient: with address: .

RECITALS

WHEREAS, Attesting Party possesses knowledge, records, documents, or facts relevant to the matter described in Section 1 and is willing to make a formal attestation of certain facts under the terms set forth in this Agreement;

WHEREAS, Recipient requires a written and signed attestation from Attesting Party for the Recipient's internal, regulatory, contractual, or compliance purposes as further specified in Section 3;

WHEREAS, the parties desire to set forth the scope, form, reliance, and limitations of the Attesting Party's statements and the Recipient's permitted use of those statements.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. ATTESTATION

1.1 Attesting Statement. Attesting Party hereby attests and certifies under penalty of perjury to the best of its knowledge and belief that the following statements and facts are true, complete and correct as of the Effective Date:

1.2 Form of Attestation. The attestation provided in Section 1.1 constitutes a sworn certification for the specific facts set forth and is limited to the scope expressly described. Attesting Party does not thereby assume responsibility for facts outside the scope expressly attested.

2. REPRESENTATIONS AND WARRANTIES

Attesting Party represents and warrants to Recipient that:

(a) it has the full power, authority and legal right to make the attestation provided herein and to execute this Agreement;

(b) the statements set forth in Section 1.1 are true and correct to the best of Attesting Party's knowledge after reasonable inquiry; and

(c) there are no pending actions, claims, or legal proceedings known to Attesting Party that would materially impair the accuracy of the attested facts as of the Effective Date.

3. USE, RELIANCE AND LIMITATION

3.1 Permitted Use. Recipient may rely upon the attestation solely for the purposes described here:

3.2 Reliance. Recipient's reliance on the attestation shall be reasonable and limited to the representations expressly set forth in Section 1.1. Recipient shall not infer or rely upon any representation beyond those expressly attested.

3.3 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns and does not create any rights in favor of any other person or entity, except as expressly provided herein.

4. CONFIDENTIALITY

4.1 Confidential Information. To the extent that the attested facts, supporting documents, or communications are designated confidential by either party, Recipient shall treat such information as Confidential Information and shall not disclose it except as required by law, court order, or with Attesting Party's prior written consent.

4.2 Authorized Disclosure. Notwithstanding the foregoing, Recipient may disclose the attestation to its counsel, auditors, regulators, or as necessary to exercise its rights under this Agreement, provided Recipient uses reasonable efforts to limit further disclosure.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and shall continue until Recipient has no further need to rely on the attestation or until terminated by mutual written agreement of the parties.

5.2 Survival. The representations, indemnities, confidentiality obligations, and limitations of liability set forth in this Agreement shall survive termination for a period of two (2) years or for such longer period as may be required by applicable law.

6. INDEMNIFICATION

Attesting Party agrees to indemnify, defend and hold harmless Recipient from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of a material breach of the representations and warranties in Section 2, provided that Recipient gives prompt written notice of any claim and cooperates in the defense.

7. LIMITATION OF LIABILITY

Except for willful misconduct or fraud, neither party shall be liable to the other for incidental, consequential or punitive damages arising from reliance upon or disclosure of the attestation. The aggregate liability of Attesting Party under this Agreement shall not exceed the direct damages demonstrably caused by a breach of Section 2 and shall not exceed an amount equal to fifty thousand dollars ($50,000) unless otherwise agreed in writing.

8. NOTICES

All notices permitted or required hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or five (5) business days after deposit in the U.S. mail, postage prepaid, addressed to the party at the address set forth above or such other address as either party may designate by notice pursuant to this Section.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes arising under this Agreement.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter.

11. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect and be interpreted so as to best effectuate the original intent of the parties.

12. AMENDMENTS AND WAIVER

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver, and no waiver shall constitute a waiver of any other or subsequent breach.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including PDF or facsimile) shall be deemed original signatures for all purposes.

ADDITIONAL INFORMATION

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