Legal Exempt Certificate

LEGAL EXEMPT CERTIFICATE

This Legal Exempt Certificate (the "Certificate") is made and delivered as of by and between Claimant Name: (Claimant) and Recipient Name: (Recipient).

RECITALS

WHEREAS, Claimant claims that it is legally exempt from certain taxes, withholding, fees, or other legal obligations in respect of specified transactions described below; and

WHEREAS, Recipient is a party or agent that will accept this Certificate and rely on Claimant's representations for purposes of compliance with applicable collection, reporting, withholding, or remittance obligations; and

WHEREAS, the parties desire to set forth their respective representations, certifications, and understandings regarding the claimed exemption.

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 acknowledged, the parties agree as follows:

1. CERTIFICATION OF EXEMPT STATUS

Claimant hereby certifies under penalty of perjury that Claimant is exempt from the collection, withholding, taxation, or other legal obligation described below for transactions between the parties, effective as of and continuing until unless earlier revoked in writing.

Basis for exemption (state nature of exemption and legal basis):

2. SCOPE OF EXEMPTION

The exemption asserted applies only to the following transactions or categories of transactions between Claimant and Recipient:

The exemption does not apply to other transactions not expressly identified above. Recipient may accept this Certificate only to the extent reasonably necessary to document the exemption for the specified transactions.

3. REPRESENTATIONS AND WARRANTIES

Claimant represents and warrants to Recipient that, as of the date of this Certificate and for the period claimed:

(a) Claimant is the entity identified as Claimant Name above and has the authority to bind the entity; Claimant legal name or business designation:

(b) Claimant's taxpayer identification number or equivalent:

(c) Claimant's entity type (select all that apply):

Individual Corporation Partnership Nonprofit Government Other

4. RECORDKEEPING AND DOCUMENTATION

Claimant shall maintain and provide, upon reasonable request by Recipient or any competent authority, documentation sufficient to substantiate the exemption claimed. Claimant acknowledges that Recipient may rely on this Certificate until Recipient receives written notice of revocation or reasonable evidence that the Certificate is incorrect.

5. INDEMNIFICATION

Claimant agrees to indemnify, defend, and hold harmless Recipient from and against any losses, liabilities, claims, penalties, interest, or expenses (including reasonable attorneys' fees) incurred by Recipient to the extent arising from Claimant's misrepresentation, breach of warranty, false certification, or failure to provide adequate documentation supporting the exemption.

6. NOTICES

Any notice under this Certificate shall be in writing and delivered to the addresses set forth below by hand, certified mail, or recognized courier service and shall be effective upon receipt.

7. RECIPIENT RELIANCE

Recipient may accept this Certificate and rely upon the representations herein for purposes of its compliance obligations. Recipient's acceptance of this Certificate does not constitute a determination of the validity of the exemption, and Recipient retains the right to request further evidence or to withhold or collect amounts if required by law.

8. GOVERNING LAW

This Certificate shall be governed by and construed in accordance with the substantive laws of the jurisdiction governing the parties' transaction, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts having proper venue for resolution of disputes arising from this Certificate.

9. ENTIRE AGREEMENT

This Certificate constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

10. SEVERABILITY

If any provision of this Certificate is found to be invalid or unenforceable, such provision shall be severed and the remainder of this Certificate shall remain in full force and effect.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Certificate may be amended or modified only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing signed by the party against whom enforcement is sought. This Certificate 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.

12. MISCELLANEOUS

The parties acknowledge that false statements made herein may subject the maker to penalties under applicable laws. The persons signing below represent and warrant that they are authorized to execute this Certificate on behalf of the party for whom they sign.

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