Legal Certificate Request

LEGAL CERTIFICATE REQUEST

This Legal Certificate Request (the "Request") is made as of by and between Requesting Party: , with address , and Issuing Party: , with address .

RECITALS

WHEREAS, the Requesting Party requires one or more certificates described herein to be issued by the Issuing Party for the purpose of verifying entity status, authority, or other matters specified below;

WHEREAS, the Issuing Party is authorized and capable of issuing certificates and providing the representations requested under the terms set forth in this Request;

WHEREAS, the parties desire to set forth the terms under which such certificates will be prepared, delivered, and relied upon by third parties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

1. CERTIFICATE REQUESTED

The Requesting Party hereby requests that the Issuing Party prepare and deliver the following certificate(s) (select all that apply):

Certificate of Good Standing / Existence

Officer/Incumbency Certificate (list officers authorized to act)

No-Lien / No-Litigation Statement

Other (describe below)

2. CONTENT AND DATE OF CERTIFICATE

Each certificate shall state, to the extent true as of the certificate date, the matters requested above and shall include the legal name of the subject entity as follows: .

Requested certificate date (the date as of which facts will be certified): . If left blank, the Issuing Party may use the date of issuance.

3. INSTRUCTIONS FOR PREPARATION AND DELIVERY

The Issuing Party is instructed to prepare the certificate in form and substance customary for such instrument in the relevant jurisdiction and to deliver the certificate to the recipient(s) and by the method specified below.

Standard mail

Overnight courier

Electronic delivery for review (non-official)

4. FEES, PAYMENT AND TIMING

Requesting Party agrees to pay the Issuing Party the fee for preparation and delivery of the certificate in accordance with the Issuing Party's customary schedule. Estimated fee: $

Expected timing for issuance after receipt of this Request and required documentation: .

Requesting Party acknowledges responsibility for all fees and costs associated with the issuance and delivery of the requested certificate(s).

5. REPRESENTATIONS, WARRANTIES AND AUTHORITY

The Requesting Party represents and warrants that it has full authority to request the certificate(s), that any information supplied to the Issuing Party is true and complete, and that the certificate(s) will be relied upon in a bona fide transaction. The Issuing Party represents that it will use reasonable care and ordinary professional skill in preparing and delivering the certificate(s).

Where a certificate requires certification as to facts or corporate records, the Issuing Party's certification is limited to information or records in its possession or public records; the Issuing Party shall not be required to conduct independent investigation beyond customary searches or examinations unless expressly agreed in writing and upon payment of any additional fees.

6. INDEMNIFICATION

The Requesting Party shall indemnify, defend, and hold harmless the Issuing Party and its officers, agents and employees from and against any and all losses, claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from issuance of the certificate(s) in accordance with this Request, except to the extent such loss arises from the Issuing Party's gross negligence or willful misconduct.

7. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of non-public information disclosed under this Request, except as necessary to prepare the certificate(s) or as required by law, regulation, or court order. This confidentiality obligation survives termination of this Request.

8. NOTICES

All notices required or permitted under this Request shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify by notice in accordance with this Section.

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Request may be amended, modified, or supplemented only by a written instrument signed by both parties. No waiver by any party of any breach shall be effective unless in writing. This Request 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.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Request 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 that jurisdiction for disputes arising hereunder.

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

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