Legal Authentication Form

LEGAL AUTHENTICATION FORM

This Legal Authentication Form is entered into as of by and between Authenticating Party: (hereinafter "Authenticator"), and Requesting Party: (hereinafter "Requester"). The parties agree as follows.

RECITALS

WHEREAS, Requester has requested that Authenticator examine and authenticate one or more documents described in this Form for the purpose of establishing the genuineness, authorship, or integrity of those documents; and

WHEREAS, Authenticator possesses the expertise, procedures, and record-keeping systems necessary to perform document authentication and produce a written Certification of Authenticity, subject to the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective obligations, limitations of liability, and the conditions under which certified documentation and related statements may be relied upon by third parties.

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

1. DEFINITIONS

1.1 "Authenticated Documents" means the specific documents identified by Requester and described in the Documents Attachment field below that Authenticator has examined and for which Authenticator issues a Certification of Authenticity pursuant to this Form.

1.2 "Certification of Authenticity" means the written statement prepared and executed by Authenticator attesting to the results of the authentication procedures described in Section 3 and the factual bases for those results.

2. DOCUMENTS TO BE AUTHENTICATED

3. SCOPE AND PROCEDURES OF AUTHENTICATION

3.1 Authenticator shall perform authentication services using reasonable care and in accordance with its standard procedures, which may include visual inspection, comparison to known exemplars, examination of seals and signatures, forensic analysis, or digital signature verification. The specific procedures utilized for the Authenticated Documents are indicated below.

3.2 Date(s) of examination:

4. CERTIFICATION

4.1 Upon completion of the procedures described above, Authenticator shall prepare and deliver to Requester a Certification of Authenticity that states the factual conclusions reached, the procedures employed, limitations on the conclusions, and any relevant measurements or comparisons. The Certification of Authenticity shall be signed by the individual(s) performing the authentication and shall identify the signatory's title and qualifications.

4.2 Authenticator certifies, to the best of its knowledge and based on the procedures applied, that the statements in the Certification of Authenticity are true and correct. This certification is limited to the matters actually examined and does not constitute an opinion on unrelated matters or on the legal effect of an authenticated document.

5. REPRESENTATIONS, WARRANTIES AND AUTHORITY

5.1 Each party represents and warrants that it has full corporate or individual authority to enter into this Form and to perform its obligations hereunder. Requester represents that it is submitting authentic copies or originals for examination and that it has the right to permit such examination.

5.2 Authenticator warrants that services will be performed in a professional manner consistent with industry standards. Except as expressly set forth in this Form, Authenticator makes no other express or implied warranties, including any warranty of merchantability or fitness for a particular purpose.

6. CONFIDENTIALITY; DATA RETENTION

6.1 Authenticator shall treat all documents and information provided by Requester in connection with authentication as confidential and shall not disclose such information except as required by law or court order, or as necessary to perform the authentication services and issue the Certification of Authenticity.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Requester shall indemnify, defend and hold harmless Authenticator and its officers, employees and agents from and against any claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Requester's submission of false, altered or third-party documents, or Requester's misuse of the Certification of Authenticity.

7.2 Except for willful misconduct or gross negligence, Authenticator's liability for any claim arising under this Form shall be limited to direct damages not to exceed the fees paid by Requester for the specific authentication services giving rise to the claim. IN NO EVENT SHALL AUTHENTICATOR BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

8. RELIANCE; THIRD PARTIES

8.1 The Certification of Authenticity may be relied upon by Requester and by identified third parties to whom Requester delivers the Certification, provided such third parties are expressly identified in writing to Authenticator or the Certification expressly states that it is intended for third-party reliance. Authenticator may charge additional fees to extend reliance to third parties.

9. NOTICES

All notices required or permitted under this Form shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the addresses specified below. Notice is effective upon receipt.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 This Form may be amended only by a written instrument signed by both parties. No waiver of any provision of this Form shall be effective unless in writing and signed by the party granting the waiver.

10.2 This Form may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 This Form shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below. The parties submit to the exclusive jurisdiction of the courts located in such jurisdiction for any dispute arising out of or in connection with this Form.

11.2 This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Form is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. MISCELLANEOUS

12.1 Fees for authentication services and payment terms shall be set forth in a separate fee schedule or invoice provided by Authenticator and accepted by Requester. Failure to pay customary fees may delay delivery of the Certification of Authenticity.

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