Legal Exemption Certificate

LEGAL EXEMPTION CERTIFICATE

This Legal Exemption Certificate (the "Certificate") is executed as of Effective Date: by and between Claimant Name: with principal address: ("Claimant"), and Payor Name: with principal address: ("Payor").

RECITALS

WHEREAS, Claimant asserts that certain purchases, uses, or transactions described herein are exempt from assessment, collection, or withholding of applicable taxes or regulatory charges pursuant to a statutory, regulatory, or other legal authority specified below; and

WHEREAS, Payor requests a written certification of such exemption in order to accept and rely upon the Claimant's assertion and to document the applicability of the claimed exemption for the Payor's records; and

WHEREAS, the parties desire to set forth the terms, representations, and obligations governing the Claimant's certification and the Payor's reliance.

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. CERTIFICATION OF EXEMPTION

1.1 Claimant hereby certifies, under penalty of law, that Claimant is entitled to claim the following type(s) of exemption with respect to the transactions described in Section 3:

Exemption Type (select all that apply): Sales Tax Use Tax Property Tax Regulatory Exemption Other (specify below)

1.2 Statutory, regulatory, or authoritative basis for exemption:

1.3 Claimant affirms that the information contained in this Certificate is true, correct, and complete and that the claimed exemption applies to the specific transaction(s) and types of property or services described herein. Claimant understands that willfully supplying false information on this Certificate may subject Claimant to civil and criminal penalties under applicable law.

2. DESCRIPTION OF TRANSACTION AND SCOPE

2.1 Description of goods, services, or transactions to which this Certificate applies:

2.2 This Certificate applies only to transactions for which the Claimant is the purchaser or user identified herein and only to the extent described. It does not apply to transactions outside the scope set forth above or to taxes or charges imposed by other jurisdictions unless expressly stated.

3. REPRESENTATIONS AND WARRANTIES

3.1 Claimant represents and warrants that: (a) Claimant is authorized to make this certification on behalf of the person or entity named as Claimant; (b) Claimant's statements are true and correct to the best of Claimant's knowledge and belief; and (c) Claimant will provide, upon reasonable request from Payor, documentation reasonably necessary to substantiate the exemption claim.

3.2 Claimant acknowledges that Payor may rely upon this Certificate in good faith and that Payor's acceptance of the Certificate does not relieve Claimant of responsibility for payment of any tax, interest, penalty, or other charge if this Certificate is later determined to be invalid or insufficient.

4. RECORDKEEPING, AUDIT, AND COOPERATION

4.1 Claimant shall retain all records and documentation supporting the claimed exemption for a minimum period of years from the date of the tax period or transaction at issue, or for any longer period required by applicable law.

4.2 Upon reasonable advance notice, Claimant shall cooperate with Payor and any taxing or regulatory authority and shall permit Payor or its designee to inspect or copy records necessary to substantiate the Claimant's exemption claim.

5. INDEMNIFICATION

5.1 Claimant agrees to indemnify, defend and hold harmless Payor and its officers, directors, employees and agents from and against any and all taxes, interest, penalties, fines, assessments, costs and expenses (including reasonable attorneys' fees) that Payor may incur as a result of (a) any material misstatement, omission or inaccuracy in this Certificate, or (b) Claimant's failure to provide substantiating documentation when required.

6. NOTICES

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and shall be delivered to the addresses set forth below, or to such other address as a party may designate by notice to the other party in accordance with this Section.

7. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification, waiver or discharge of any provision of this Certificate shall be valid unless in writing and signed by both parties. Failure by either party to enforce any provision shall not constitute a waiver of that provision or any other provision. 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.

8. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Certificate shall be governed by and construed in accordance with the internal laws of the state specified below without regard to its conflicts of law principles. The parties have chosen the jurisdiction reflected in the Governing State field:

This Certificate 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 Certificate is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9. MISCELLANEOUS PROVISIONS

9.1 Entity type of Claimant:

Individual Corporation LLC Partnership Government Nonprofit

9.2 Additional remarks or limitations (if any):

The parties acknowledge that the Payor may, in its sole discretion, decline to accept this Certificate if additional substantiation is required. Acceptance of this Certificate by Payor is not an admission of the validity of the exemption by any governmental authority.

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