Legal Notice of Attestation

LEGAL NOTICE OF ATTESTATION

This Legal Notice of Attestation (the "Notice") is made on by and between: Attestor Name: and Recipient Name: . Attestor and Recipient are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Attestor has reviewed certain documents, records and facts identified in Section 2 below and has personal knowledge or has conducted due diligence sufficient to form the basis for the attestation set forth herein; and

WHEREAS, Recipient requires formal notice of the Attestor's certification for purposes of reliance, compliance, record-keeping, or other lawful use as described in this Notice; and

WHEREAS, the Parties desire to set forth the scope of the attestation, limitations on reliance, and procedures for notice and remedy in writing.

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 hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Notice, the following terms have the meanings set forth below. "Attested Materials" means the documents, records, statements, facts and supporting evidence described in Section 2. "Effective Date" means the date inserted above in the opening paragraph.

2. DESCRIPTION OF ATTESTED MATERIALS

Attestor attests to the accuracy, completeness and authenticity of the following materials and facts (the "Attested Materials"). Provide a concise description of the materials and identifying references, including dates, file references or transaction identifiers where applicable.

3. ATTESTATION / CERTIFICATION

Attestor hereby certifies, represents and warrants to Recipient that, to the best of Attestor's knowledge and belief after reasonable inquiry: (a) the Attested Materials are true, accurate and complete as of the Effective Date; (b) the statements contained in the Attested Materials faithfully reflect the underlying records or events; and (c) where Attestor's knowledge is based upon review of records, such records were maintained in the ordinary course of business.

Attestor further states that this certification is made intentionally and may be relied upon by Recipient solely in accordance with the limitations set forth in Section 4 of this Notice.

4. SCOPE OF RELIANCE; LIMITATIONS

Recipient's right to rely on this attestation is expressly limited to the stated Attested Materials and to the uses identified in writing by Recipient prior to reliance. Third parties shall not rely on this attestation unless Attestor provides an express written consent permitting such reliance. Attestor does not warrant future accuracy of statements that are forecasts, projections or judgments about future events.

5. BASIS FOR ATTESTATION

Indicate the basis for attestation (check all that apply):

Personal knowledge of Attestor

Review of business records or produced documents

Verification by independent third party (describe below)

6. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Attestor represents and warrants that the attestation is made in good faith and that, to the extent any factual statement is false or misleading through omission, Attestor will promptly notify Recipient. Attestor agrees to indemnify and hold harmless Recipient from losses, costs, and reasonable attorneys' fees arising from any willful misrepresentation in the Attested Materials or the Attestation.

7. CONFIDENTIALITY AND RECORDS RETENTION

Unless otherwise required by law, neither Party shall disclose the Attested Materials or the contents of this Notice to third parties except (i) with the prior written consent of the other Party, (ii) to legal counsel or auditors under a duty of confidentiality, or (iii) as expressly permitted in this Notice. Attestor shall retain underlying records supporting this attestation for a period of from the Effective Date.

8. NOTICES

All notices under this Notice must be in writing and delivered to the addresses set forth below or such other address as a Party designates by written notice in accordance with this Section. Notices are effective upon personal delivery, courier receipt, or three (3) business days after deposit in certified mail.

9. REMEDIES; LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither Party shall be liable to the other for consequential, incidental or punitive damages arising from this Notice. The Parties agree that monetary damages may be an inadequate remedy for breach of confidentiality or misuse of the Attested Materials and that equitable relief, including injunctive relief, may be sought in addition to any other remedies available at law or in equity.

10. AMENDMENTS; WAIVER; COUNTERPARTS

This Notice may be amended only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing signed by the waiving Party. This Notice may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Notice shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties. Governing jurisdiction: . This Notice constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings. If any provision of this Notice is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. CERTIFICATION UNDER PENALTY

Attestor certifies that the foregoing statements are true and correct to the best of Attestor's knowledge, information and belief, and that Attestor understands that intentional misrepresentation in this Notice may subject Attestor to civil or criminal penalties under applicable law.

Sign Now