Legal Contract Attestation Form

LEGAL CONTRACT ATTESTATION FORM

This Legal Contract Attestation Form is made as of Date: by and between Client Name: with authorized representative title: and Counterparty Name: with authorized representative title: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties entered into or are proposing to enter into a primary agreement identified as Contract Title: dated Contract Date: (the "Contract"); and

WHEREAS, each Party is required pursuant to the Contract or applicable policy to provide a formal attestation confirming authority, compliance, and accuracy of specified representations; and

WHEREAS, the Parties desire to reduce to writing the attestations, certifications, and notices required in connection with the Contract.

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

1. DEFINITIONS

Terms capitalized but not defined in this Form shall have the meanings assigned to them in the Contract. For purposes of this Form, "Attestation" means the statements and confirmations set forth in Section 2 below.

2. ATTESTATION

Each Party, by execution of this Form, hereby certifies, represents and warrants to the other Party that, as of the date of execution:

1. Authority: The signing representative has full power and authority to execute and deliver this Form on behalf of the Party and to bind the Party to its terms;
2. Accuracy: The information provided in connection with the Contract and any attached schedules or supporting documents is true, complete and accurate in all material respects;
3. Compliance: The Party is not in material breach of the Contract and is in compliance with all material legal, regulatory and internal requirements applicable to the Party's performance under the Contract;
4. No Undisclosed Matters: There are no undisclosed disputes, claims, or facts that would reasonably be expected to impair the Party's ability to perform its obligations under the Contract.

3. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that (a) it is duly organized and in good standing under the laws of its jurisdiction of organization; (b) the execution and delivery of this Form and the performance of its obligations will not result in a violation of any material agreement, order, law or regulation to which it is subject; and (c) the execution and performance of this Form will not require any additional approval, consent or filing other than those already obtained or disclosed in writing to the other Party.

4. SUPPORTING DOCUMENTS

5. ATTESTATION CHECKLIST

Each Party shall indicate and warrant the following by checking the applicable boxes and signing below.

I have the requisite authority to bind the Party to the Contract and to make this attestation.

All factual statements and representations made in connection with the Contract are true and complete to the best of my knowledge.

Execution of the Contract will not create any conflict of interest or violate any prior obligation of the Party.

6. CONFIDENTIALITY

The Parties acknowledge that information disclosed in connection with this Attestation may be confidential. Except as otherwise required by applicable law, each Party shall maintain the confidentiality of materials designated as confidential and shall not disclose such materials to third parties without the prior written consent of the disclosing Party.

7. INDEMNIFICATION

Each Party agrees to indemnify and hold harmless the other Party from and against any losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or attestations contained in this Form, except to the extent caused by the indemnitee's gross negligence or willful misconduct.

8. NOTICES

All notices or communications required or permitted under this Form shall be in writing and delivered to the addresses set forth below. Notices shall be deemed given when delivered in person, by certified mail, return receipt requested, or by nationally recognized overnight courier.

9. AMENDMENT; WAIVER

This Form may be amended only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right under this Form will operate as a waiver of that right, and no single or partial exercise of any right will preclude any other or further exercise of that right.

10. GOVERNING LAW; VENUE

This Form shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the courts located in the governing jurisdiction for resolution of disputes arising under this Form.

11. ENTIRE AGREEMENT; SEVERABILITY

This Form, together with the Contract and any documents referenced herein, 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. If any provision of this Form is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

12. COUNTERPARTS

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

13. ADDITIONAL CERTIFICATIONS

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