Legal Certification of Compliance

LEGAL CERTIFICATION OF COMPLIANCE

This Legal Certification of Compliance (this "Certification") is made effective as of Effective Date: by and between Certifying Party Name: , an entity of type: Entity Type: Corporation Limited Liability Company Partnership Individual Other: with Registration Number: and principal address at ; and Recipient Name: , an entity of type: Entity Type: Corporation Limited Liability Company Individual with Registration Number: and principal address at (collectively, the "Parties").

RECITALS

WHEREAS, the Parties have entered into or anticipate entering into certain arrangements pursuant to which the Certifying Party will provide statements, products, services or other deliverables to the Recipient; and

WHEREAS, the Recipient requires a formal certification from the Certifying Party that, during the Certification Period, the Certifying Party has complied with applicable laws, regulations, contractual obligations and specified standards identified below; and

WHEREAS, the Certifying Party is willing to provide such certification pursuant to the terms and conditions set forth in this Certification.

NOW, THEREFORE

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

1. CERTIFICATION

1.1 Certification Statement. The Certifying Party hereby certifies, to the best of its knowledge after due inquiry, that during the Certification Period beginning and ending (the "Certification Period"), it has complied in all material respects with:

(a) all applicable laws, rules and regulations governing its operations relevant to the Deliverables; (b) contractual obligations to the Recipient expressly identified in writing; and (c) the standards and policies specifically listed below:

1.2 Scope. This Certification covers acts, omissions and practices within the Certifying Party's control and responsibility during the Certification Period. The Certifying Party's certification does not extend to the acts of third parties over whom the Certifying Party has no contractual or operational control, except as expressly stated herein.

2. REPRESENTATIONS AND WARRANTIES

2.1 The Certifying Party represents and warrants that: (a) it has the corporate or legal authority to execute and deliver this Certification and to perform its obligations hereunder; (b) the information provided in this Certification is true, correct and complete in all material respects as of the date of signature; and (c) no material facts have been omitted that would make the statements herein misleading.

2.2 The Recipient represents and warrants that it will rely on the Certification only for the purpose expressly stated in the Recitals and will provide timely notice to the Certifying Party of any material inconsistency discovered in the Certification.

3. AUDIT AND VERIFICATION

3.1 Verification Rights. Upon reasonable prior written notice and during normal business hours, the Recipient shall have the right to verify the Certifying Party's compliance through inspection of records and, if necessary, by engaging an independent auditor acceptable to both Parties. The audit shall be limited to matters relevant to this Certification and shall be conducted in a manner that minimizes disruption to the Certifying Party's operations.

3.2 Confidential Treatment of Audit Findings. Audit findings shall be treated as Confidential Information as set forth in Section 6, and the Recipient shall not disclose findings except as required by law or as necessary to enforce rights under this Certification.

4. REMEDIAL ACTIONS

4.1 If the Recipient reasonably determines that the Certifying Party has not complied with the matters certified, the Certifying Party shall, within a commercially reasonable period not to exceed thirty (30) days following written notice, propose and commence corrective measures to remedy the non-compliance. Any proposed remedial plan shall include timelines and responsible personnel.

4.2 Failure to cure material non-compliance within the agreed remedial period shall constitute a material breach of this Certification and entitle the Recipient to pursue all remedies available at law or in equity.

5. CONFIDENTIALITY

5.1 Each Party shall maintain in confidence all non-public information obtained pursuant to this Certification and shall not disclose such information except to employees, auditors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. This obligation shall not apply to information that is or becomes publicly available through no breach by the receiving Party or that is required to be disclosed by applicable law.

6. RECORDKEEPING

6.1 The Certifying Party shall maintain records sufficient to demonstrate compliance with the matters certified for a minimum period of years following the end of the Certification Period, and shall provide access to such records in accordance with Section 3.

7. TERM AND TERMINATION

7.1 This Certification shall commence on the Effective Date and shall remain in effect until the later of (a) the expiration of the Certification Period, or (b) the expiration of the record retention period specified in Section 6, unless earlier terminated by mutual written agreement of the Parties or for material breach in accordance with Section 4.

8. LIMITATION OF LIABILITY

8.1 Except for liability arising from willful misconduct, fraud or gross negligence, neither Party shall be liable to the other for incidental, consequential, punitive or special damages arising out of or related to this Certification, whether in contract, tort or otherwise, to the extent permitted by applicable law.

9. GOVERNING LAW

This Certification shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties. The Parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for resolution of disputes arising hereunder.

10. ENTIRE AGREEMENT

This Certification 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 thereto.

11. SEVERABILITY

If any provision of this Certification is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the greatest extent possible, the intended economic effect of the invalid provision.

12. NOTICES

Certifying Party Notice Address

Recipient Notice Address

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses provided above or such other address as a Party may designate by notice in accordance with this Section.

13. AMENDMENTS AND WAIVER

13.1 No amendment to this Certification shall be effective unless made in writing and signed by authorized representatives of both Parties.

13.2 No failure or delay by either Party in exercising any right hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude any other or further exercise of such right.

14. COUNTERPARTS

This Certification 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 facsimile or electronic image shall be treated as originals for all purposes.

15. CONTACT FOR COMPLIANCE

Certifying Party Compliance Contact

Recipient Compliance Contact

CERTIFICATION ACKNOWLEDGMENT

The undersigned, being a duly authorized signatory of the Certifying Party, certifies under penalty of perjury or under the applicable corporate or statutory penalty provisions that the statements made in this Certification are true, accurate and complete to the best of the signatory's knowledge and that the signatory is authorized to execute this Certification on behalf of the Certifying Party.

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