Legal Certification 302

Legal Certification 302

This Legal Certification 302 (the "Certification") is made effective as of Date: by and between Certifier Name: and Recipient Name: .

Recitals

WHEREAS, Certifier Name represents that it possesses authority and requisite knowledge to make the certifications set forth herein and has been requested by Recipient Name to provide documentation and assurances regarding specified matters;

WHEREAS, the parties desire to set forth certain certifications, representations, and procedures governing the scope and reliance upon the information certified, including recordkeeping and potential audit rights;

WHEREAS, Certifier Name agrees to provide the certifications described below in order to induce Recipient Name to rely thereon for regulatory, contractual, or administrative purposes.

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

1. Definitions

For purposes of this Certification, the following terms have the following meanings: "Certification" means this document; "Certifier" means the party identified as Certifier Name; "Recipient" means the party identified as Recipient Name.

2. Certification

Certifier hereby certifies, represents, and warrants to Recipient that, as of the Effective Date and to the best of Certifier's knowledge after reasonable inquiry:

(a) The information provided in connection with this Certification is true, accurate, and complete in all material respects, and no material fact has been omitted that would render such information misleading.

(b) Certifier is in compliance with all applicable laws, rules, and regulations relevant to the matters certified, except where noncompliance has been disclosed in writing to Recipient.

3. Scope of Certification

The Certification covers the matters expressly described in the Scope Description and any attachments incorporated by written reference. Recipient's reliance is limited to the scope expressly set forth herein.

4. Recordkeeping and Audit

Certifier shall retain all records, documents, and data that form the basis for the certifications for a period of three (3) years following the Effective Date, unless a longer retention period is required by applicable law. Upon reasonable prior written notice, Recipient is entitled to inspect and copy such records during normal business hours to verify compliance with this Certification; such inspection shall be conducted in a manner that minimizes disruption to Certifier's operations.

5. Indemnification

Certifier agrees to indemnify, defend, and hold harmless Recipient and its officers, directors, agents, and employees from and against any and all losses, claims, liabilities, damages, fines, penalties, and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the representations, warranties, or certifications made by Certifier in this Certification.

6. Limitation of Liability

Except for liabilities arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, punitive, or exemplary damages, and the aggregate liability of either party for any claim arising under this Certification shall not exceed the direct damages proven by the claimant.

7. Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth below and shall be delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier.

8. Amendments; Waiver; Counterparts

No amendment or modification of this Certification shall be effective unless made in a writing signed by both parties. The failure of either party to enforce any provision shall not be deemed a waiver of future enforcement of that or any other provision. This Certification may be executed in counterparts, each of which shall be deemed an original.

9. Governing Law

This Certification shall be governed by and construed in accordance with the laws of the state identified below, without regard to conflicts of law principles.

10. Entire Agreement; Severability

This Certification constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Certification is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remainder of the Certification shall remain enforceable to the fullest extent permitted by law.

11. Additional Acknowledgments

Certifier acknowledges that Recipient may rely upon the certifications made herein for regulatory filings, procurement decisions, or internal compliance reviews and that such reliance is a material inducement for Recipient's acceptance of this Certification.

Corporation    LLC    Individual

Corporation    LLC    Individual

Certification Signature

The undersigned certifies under penalty of law that the statements made in this Certification are true and correct to the best of the undersigned's knowledge and belief.

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