Legal Fact Certification Form

LEGAL FACT CERTIFICATION FORM

This Legal Fact Certification Form is executed as of , by and between Certifying Party: and Receiving Party: .

RECITALS

WHEREAS, Certifying Party is a legal entity or individual with authority to attest to factual matters relevant to the matter referenced as: ; and

WHEREAS, Receiving Party has requested a written certification of specific facts, and Certifying Party agrees to provide such certification subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend that the statements made in this Certification shall be relied upon by Receiving Party and, where applicable, by tribunals, counsel, and other authorized recipients.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. CERTIFICATION OF FACTS

1.1 Certifying Party hereby certifies, to the best of its knowledge, information and belief, that the following facts are true, accurate and complete as of the Date of Certification:

Fact 1:

Fact 2:

Fact 3:

1.2 If any fact set forth above is derived from documentary evidence, Certifying Party identifies such documents in Section 3 below and confirms that the documents are authentic copies of originals in its possession, custody or control unless otherwise specified.

2. REPRESENTATIONS AND WARRANTIES

2.1 Certifying Party represents and warrants that: (a) it has personal knowledge of the facts certified or has conducted due diligence sufficient to form a reasonable belief in their accuracy; (b) the facts are true, complete and not misleading in any material respect; and (c) no material fact known to Certifying Party has been omitted that would render the certification misleading.

2.2 Certifying Party further warrants that it is authorized to provide the certification on behalf of the named certifying entity and that execution of this Certification does not violate any contract, law or duty owed to a third party.

3. SUPPORTING DOCUMENTS

3.1 Documents relied upon in making the certifications above are described below. For each listed item, Certifying Party identifies the document type and whether the original, copy, or excerpt was reviewed.

3.2 Certifying Party shall, upon reasonable request from Receiving Party, permit inspection or provide certified copies of such documents to the extent not restricted by applicable law or privilege.

4. OATH, ACKNOWLEDGMENT AND PENALTIES

4.1 Certifying Party acknowledges that this Certification is given under oath or affirmation where required by law and hereby declares under penalty of perjury that the facts certified above are true and correct to the best of Certifying Party's knowledge, information and belief.

I certify under penalty of perjury that the foregoing is true and correct.

5. INDEMNITY AND LIMITATIONS

5.1 Certifying Party agrees to indemnify and hold harmless Receiving Party from any losses, damages, liabilities, costs or expenses (including reasonable attorneys' fees) directly resulting from any material misrepresentation or omission in the Certification that was made knowingly or with reckless disregard for the truth.

5.2 Except as expressly provided in this paragraph, Certifying Party does not assume any duty of ongoing verification and shall not be liable for reliance upon facts disclosed to Receiving Party that postdate the Date of Certification.

6. NOTICES

All notices required or permitted under this Certification must be in writing and delivered to the addresses set forth below.

7. GOVERNING LAW

This Certification shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties: without regard to conflicts of law principles.

8. ENTIRE AGREEMENT

This Certification constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous verbal or written understandings concerning the certified facts.

9. SEVERABILITY

If any provision of this Certification is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely matches the parties' original intent.

10. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or waiver of any provision of this Certification must be in writing and signed by both parties. No failure or delay in exercising any right hereunder shall operate as a waiver. This Certification may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. ENTITY INFORMATION AND AUTHORITY

Individual Corporation Limited Liability Company Other:

12. ADDITIONAL PROVISIONS

The parties may include additional factual clarifications or limitations here:

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