Legal Compliance Proof

LEGAL COMPLIANCE PROOF

This Legal Compliance Proof (the "Proof") is made and entered into as of by and between Certifying Party Name: and Requesting Party Name: .

RECITALS

WHEREAS, Requesting Party has requested documented confirmation that Certifying Party complies with certain laws, regulations, policies and contractual obligations applicable to the operations described herein; and

WHEREAS, Certifying Party has performed a review of its operational controls, procedures, and supporting records and is willing to provide written certification of compliance subject to the terms and limitations set forth in this Proof; and

WHEREAS, the parties desire to set forth the scope, representations, supporting documentation and remedies related to such certification.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Definitions

For purposes of this Proof, the following terms shall have the meanings set forth below: "Compliance Standards" means the statutes, regulations, contractual provisions and industry standards identified in Section 4 below; "Supporting Documents" means the records and attestations described in Section 4.

2. Certification and Scope

Certifying Party hereby certifies that, to the best of its knowledge after reasonable inquiry, it is in compliance with the Compliance Standards described in Section 4 for the operations and activities of Certifying Party that are identified below and during the Certification Period specified below.

From:   To:

3. Representations and Warranties of Certifying Party

Certifying Party represents and warrants that: (a) it has performed documented reviews, testing, and verification procedures reasonably designed to determine compliance with the Compliance Standards; (b) the Supporting Documents listed in Section 4 are true, complete and accurate copies of records maintained in the ordinary course of business; and (c) there are no facts known to Certifying Party that would render the certification materially untrue or misleading as of the date of execution of this Proof.

4. Compliance Standards and Supporting Documents

The Compliance Standards applicable to this certification consist of the following categories (check all that apply) and any specific statutes or regulations listed in the field below:

Data Protection and Privacy Financial Controls and Reporting Environmental and Safety Labor and Employment

5. Audit and Inspection Rights

Upon reasonable notice and subject to appropriate confidentiality protections, Certifying Party shall make the Supporting Documents and relevant personnel reasonably available to Requesting Party or its designated auditor for the purpose of verifying the certification. Such access shall be conducted during regular business hours and in a manner designed to avoid undue disruption of business operations. Any review shall be limited to verification of compliance with the Compliance Standards and not for the purpose of general discovery.

6. Indemnification and Remedies

Certifying Party agrees to indemnify and hold harmless Requesting Party from third-party claims arising from material misrepresentations in the certification, provided that Requesting Party gives prompt written notice of any claim and cooperates in the defense. The indemnification obligation is subject to limitation for direct damages only and does not include consequential or punitive damages except in cases of willful misconduct or gross negligence.

7. Confidentiality

All Supporting Documents and any nonpublic information disclosed pursuant to this Proof shall be treated as confidential and may be used by the recipient only for the purposes of verifying the certification or complying with law. Disclosure to third parties is permitted only to the extent required by law or to authorized auditors bound by confidentiality obligations at least as protective as those set forth herein.

8. Notices

Any notices required or permitted under this Proof shall be in writing and delivered to the addresses of the parties set forth below (or to such other address as a party may designate in writing). Notices shall be effective upon receipt.

9. Amendments; Waiver; Counterparts

This Proof may be amended or modified only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Proof may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.

10. Governing Law; Entire Agreement; Severability

This Proof shall be governed by and construed in accordance with the internal laws of the state or jurisdiction specified below without regard to conflict of law principles. This Proof constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior understandings. If any provision of this Proof is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11. Certifications by Signatory

The individual signing below on behalf of Certifying Party certifies, under penalty of perjury to the extent permitted by applicable law, that they are duly authorized to execute this Proof on behalf of Certifying Party and that the statements and attachments made by Certifying Party are true, accurate and complete to the best of their knowledge.

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