Legal Certificate of Compliance

LEGAL CERTIFICATE OF COMPLIANCE

This Certificate of Compliance (the Certificate) is issued as of by and between Issuer Name: (Issuer) and Recipient Name: (Recipient). Certificate Number: .

RECITALS

WHEREAS, Issuer has established certain standards, procedures and requirements governing the manufacture, performance, handling, storage and delivery of goods and services described in this Certificate (the Standards); and

WHEREAS, Recipient provides or supplies products and/or services subject to the Standards and agrees to demonstrate compliance with such Standards on the terms set forth herein; and

WHEREAS, Issuer requires a written certification attesting to Recipient's compliance with the Standards for the specific scope and period set forth below.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Issuer and Recipient hereby agree as follows:

1. DEFINITIONS

For purposes of this Certificate, the following terms shall have the meanings set forth below: "Standards" means the requirements identified in Section 2; "Compliance Period" means the period specified in Section 3; "Confidential Information" means information designated as confidential by either party in writing or by its nature reasonably understood to be confidential.

2. SCOPE OF CERTIFICATION

Recipient hereby certifies that, as of the Effective Date set forth above and for the Compliance Period, the goods and/or services delivered to Issuer under the agreement between the parties identified as: meet the following Standards and specifications:

Applicable Standards and Regulatory Requirements:

3. COMPLIANCE PERIOD AND LOCATION

The Certification covers activities performed during the period beginning and ending . The physical or operational locations to which this Certificate applies are:

4. REPRESENTATIONS AND WARRANTIES

Recipient represents and warrants that: (a) it has full power and authority to make the certifications contained herein; (b) the Certification is true, complete and accurate in all material respects as of the Effective Date; and (c) Recipient will maintain applicable records and quality control procedures necessary to demonstrate ongoing compliance with the Standards.

5. CERTIFICATION STATEMENT

Based upon reasonable inquiry and the information available to it as of the Effective Date, Recipient certifies that the products and/or services identified herein are in material compliance with the Standards specified in Section 2. The undersigned authorized representative of Recipient further certifies that to the best of such representative's knowledge no material nonconformity exists that would render the products or services noncompliant.

Compliant Non-compliant

6. INSPECTION AND AUDIT RIGHTS

Issuer or its designee shall have the right, upon reasonable notice, to inspect Recipient's facilities, processes and records in order to verify compliance. Recipient shall provide access to all records reasonably necessary to verify compliance and shall cooperate with any audit or inspection. Audit findings shall be documented in writing and provided to Recipient within a reasonable time.

7. RECORDS RETENTION

Recipient shall retain all records, logs, test data, certificates and other documentation supporting this Certification for a period of years following the end of the Compliance Period, and shall make such records available to Issuer upon reasonable request.

8. REMEDIES

In the event of a material breach of this Certificate or a material nonconformity that is not timely corrected, Issuer may pursue all remedies available at law or in equity, including but not limited to suspension of acceptance, rejection of nonconforming goods, corrective action demands and recovery of damages caused by the breach. Issuer's exercise of any remedy shall not preclude the exercise of any other remedy.

9. CONFIDENTIALITY

All non-public information exchanged in connection with this Certificate that is designated in writing as confidential or that by its nature would reasonably be understood to be confidential shall be held in confidence by the receiving party and used only for the purposes of verifying compliance, except as may be required by law.

10. NOTICES

Notices under this Certificate shall be given in writing to the parties at the addresses set forth below and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

11. MISCELLANEOUS

Governing Law: This Certificate shall be governed by and construed in accordance with the laws of the state or jurisdiction identified as:

Entire Agreement: This Certificate 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, relating to such subject matter.

Severability: If any provision of this Certificate is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

Amendments; Waiver: No amendment or waiver of any provision of this Certificate shall be effective unless in writing and signed by duly authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

Counterparts: This Certificate 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.

12. AUTHORIZED SIGNATORY CERTIFICATION

The undersigned, being duly authorized, certify under penalty of perjury and other applicable law that the facts set forth in this Certificate are true and correct, and that the undersigned is authorized to execute this Certificate on behalf of the party represented.

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