Legal Company Qualification Form

Legal Company Qualification Form

This Legal Company Qualification Form (the "Form") is made as of Effective Date: by and between Company Name: , Entity Type: Corporation LLC Partnership Other organized under the laws of Jurisdiction of Formation: ; and Requesting Party Name: (each a "Party" and collectively the "Parties").

Recitals

WHEREAS, Company Name certifies that it seeks qualification to transact business and perform contractual obligations in the jurisdiction(s) set forth in Section 2 below; and

WHEREAS, Requesting Party requires assurance that Company Name is duly organized, authorized, in good standing, and otherwise qualified to provide goods and/or services within the applicable jurisdiction(s) for purposes of contracting, licensure, or regulatory compliance; and

WHEREAS, the Parties desire to set forth in writing the certifications, representations, and procedures by which Company Name will establish and maintain qualification to do business in such jurisdiction(s).

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. Definitions

1.1 "Qualified Jurisdiction" means any state, territory, or foreign jurisdiction identified by Requesting Party in which Company Name must be authorized to transact business in order to perform the scope of work described herein.

1.2 "Good Standing" means that Company Name is duly organized, validly existing, and has not been suspended, revoked, or administratively dissolved in its jurisdiction of formation and in any Qualified Jurisdiction.

2. Qualification Details

Company hereby certifies the following information relating to its qualification status and business identity. Company represents that the information provided below is true, correct, and complete as of the Effective Date.

3. Representations and Warranties

Company represents and warrants to Requesting Party that, as of the Effective Date:

(a) Company is duly organized, validly existing, and in Good Standing in its jurisdiction of formation and, to the best of Company's knowledge, in each Qualified Jurisdiction where it currently conducts business.

(b) The execution, delivery, and performance of this Form have been duly authorized by all necessary corporate or governance action, and this Form constitutes a legal, valid, and binding obligation of Company enforceable in accordance with its terms.

(c) There are no pending or, to Company's knowledge, threatened actions, suits, or proceedings that would, individually or in the aggregate, materially impair Company's ability to obtain or maintain qualification in any Qualified Jurisdiction, or to perform its obligations hereunder.

(d) All information, records, and documents submitted in connection with this Form, including certificates of status, certified filings, powers of attorney, and other supporting materials, are true, complete, and genuine.

4. Compliance and Continuing Obligations

Company shall, at its expense, take all actions necessary to obtain and maintain qualification and Good Standing in each Qualified Jurisdiction required by Requesting Party for Company to lawfully perform the scope of work. Company shall promptly notify Requesting Party in writing within Notice Period (days): of any event that would reasonably be expected to affect its qualification status, Good Standing, or authority to perform under existing agreements.

5. Documentation and Fees

Upon request, Company shall deliver to Requesting Party true and correct copies of all documentation reasonably required to evidence qualification, including but not limited to certificates of good standing, certified copies of formation documents, powers of attorney for service of process, and receipts evidencing payment of filing fees. Company shall be responsible for any fees, taxes, penalties, or costs associated with qualification and maintenance in Qualified Jurisdictions.

6. Confidentiality

The Parties acknowledge that certain information exchanged pursuant to this Form may constitute confidential business information. Except as required by law or regulation, Requesting Party shall not disclose Company financial information or proprietary documents provided in connection with qualification to third parties without Company's prior written consent; provided, however, Requesting Party may disclose such information to its attorneys, auditors, and advisors on a confidential basis.

7. Indemnification

Company shall indemnify, defend, and hold harmless Requesting Party and its affiliates, officers, directors, and employees from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from any material misrepresentation, false statement, or omission made by Company in this Form or in connection with qualification efforts.

8. Notices

All notices, requests, consents, and other communications required or permitted hereunder 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 set forth below (or such other address as a Party designates in writing).

9. Amendments, Waiver, Counterparts

This Form may be amended only by a written instrument signed by both Parties. No failure or delay by a Party in exercising any right shall operate as a waiver thereof. This Form may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument.

10. Governing Law; Entire Agreement; Severability

This Form shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of laws principles. 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.

11. Certifications

The undersigned authorized representative of Company certifies under penalty of perjury that the information provided in this Form is true, correct, and complete to the best of their knowledge and belief, and that the signer has full authority to bind Company to the terms of this Form.

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