Legal Contract Attestation

LEGAL CONTRACT ATTESTATION

This Legal Contract Attestation (the "Attestation") is made and entered into as of Effective Date: by and between Attesting Party Name: with principal address: and Counterparty Name: with principal address: .

RECITALS

WHEREAS, the parties are parties to a written contract entitled dated (the "Contract"), which sets forth certain rights and obligations between the parties;

WHEREAS, the Attesting Party has been requested to provide a formal attestation regarding the execution, validity, and current status of the Contract for the benefit of the Counterparty and for third-party reliance as set forth below; and

WHEREAS, the parties desire to set forth the Attesting Party's attestations, representations, covenants and related procedures in writing.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Attestation, capitalized terms not otherwise defined herein shall have the meanings assigned in the Contract. The following definitions apply:

"Attesting Party" means the entity identified as Attesting Party Name above and its permitted successors and assigns.

"Counterparty" means the entity identified as Counterparty Name above and its permitted successors and assigns.

2. ATTESTATION

The Attesting Party hereby attests, warrants and certifies, to the best of its knowledge and based on its review of the Contract and corporate/organizational records, as follows:

(a) Execution and Authority. The Contract was duly executed and delivered by the Attesting Party and constitutes the valid and binding obligation of the Attesting Party, enforceable against the Attesting Party in accordance with its terms, except as enforceability may be limited by applicable insolvency or similar laws affecting creditors' rights generally. The individual signing this Attestation on behalf of the Attesting Party has full power and authority to execute and deliver this Attestation and to perform the obligations of the Attesting Party hereunder.

(b) No Amendment Unless Disclosed. Except as disclosed in the schedule below, the Attesting Party represents that there have been no material amendments, modifications, terminations or novations of the Contract since the Contract Date:

3. REPRESENTATIONS AND WARRANTIES

The Attesting Party represents and warrants to the Counterparty that, as of the Effective Date:

(a) Corporate Existence and Power. If a legal entity, the Attesting Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full corporate, partnership or limited liability company power to enter into and perform its obligations under the Contract and this Attestation.

(b) No Conflict. The execution, delivery and performance of this Attestation and the Contract do not and will not (i) violate any provision of the Attesting Party's organizational documents, (ii) violate any law, regulation or order applicable to the Attesting Party, or (iii) result in a breach or default under any material agreement to which the Attesting Party is a party.

4. COVENANTS

The Attesting Party covenants that it shall: (a) promptly provide to the Counterparty any further documentation reasonably requested to substantiate the attestations contained herein; (b) notify the Counterparty in writing within ten (10) business days of any material change in the facts or circumstances stated in this Attestation; and (c) cooperate in good faith to facilitate any reasonable review of records related to the Contract requested by the Counterparty, subject to applicable confidentiality obligations.

5. CONFIDENTIALITY

All non-public information disclosed by either party in connection with this Attestation shall be treated as Confidential Information under the terms of the Contract. Neither party shall disclose such Confidential Information except as required by law or as expressly permitted by the Contract. Requests for disclosure by governmental or regulatory authorities shall be handled in accordance with the notice procedures set forth below.

6. INDEMNIFICATION

The Attesting Party shall indemnify, defend and hold harmless the Counterparty and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any materially inaccurate representation or breach of warranty contained in this Attestation.

7. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages arising out of this Attestation, regardless of the form of action, whether in contract, tort or otherwise.

8. NOTICES

All notices, requests, demands and other communications under this Attestation shall be in writing and delivered to the parties at their respective notice addresses set forth below or at such other address as a party may designate by written notice to the other:

9. AMENDMENT; WAIVER

No amendment or modification of this Attestation shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude other or further exercise of that right.

10. GOVERNING LAW

This Attestation shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below, without regard to conflict of laws principles. Governing Law State:

11. ENTIRE AGREEMENT

This Attestation, together with the Contract, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, relating to such subject matter.

12. SEVERABILITY

If any provision of this Attestation is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. COUNTERPARTS

This Attestation may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

14. ADDITIONAL INFORMATION

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