Legal Re-Certification Form

Legal Re-Certification Form

This Legal Re-Certification Form ("Re-Certification") is made and entered into as of Effective Date: by and between Certifying Party: (Entity Type: Individual Corporation LLC Partnership ) with principal place of business at (Certifying Party), and Recipient Party: with principal place of business at (Recipient).

RECITALS

WHEREAS, Certifying Party previously provided certifications, representations and warranties to Recipient under that certain agreement or arrangement described as: ; and

WHEREAS, Recipient requires periodic re-certification that the matters represented and warranted by Certifying Party remain true and accurate for the Certification Period commencing on and ending on ; and

WHEREAS, the parties desire to set forth the terms on which Certifying Party will re-certify the matters set forth below.

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

1. RECERTIFICATION

1.1 Certifying Party hereby re-certifies and affirms, as of the Effective Date and for the Certification Period, the following representations and warranties to Recipient. Each representation and warranty is material and has been relied upon by Recipient in its dealings with Certifying Party.

2. REPRESENTATIONS AND WARRANTIES

2.1 Certifying Party represents and warrants that, except as disclosed in the Supporting Documentation section below, as of the Effective Date: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has full authority to make this Re-Certification and to perform its obligations hereunder; (c) there has been no material adverse change in its financial condition, licenses, permits, insurance or ability to perform obligations; and (d) it is not debarred, suspended, or otherwise ineligible to participate in any federal, state or local programs that would affect performance under the prior agreement.

2.2 Certifying Party further represents that it is in compliance with all applicable laws, statutes and regulations material to the performance of its obligations, including, without limitation, tax laws, employment laws, environmental laws and anti-corruption laws.

3. ATTESTATIONS (CHECK ALL THAT APPLY)

Certifying Party attests that it is in material compliance with all laws, rules and regulations applicable to its business operations. Certifying Party attests that there is no pending or threatened litigation that would reasonably be expected to materially impair performance under the prior agreement. Certifying Party attests that it has filed all required tax returns and has paid all taxes due, or has disclosed any unpaid taxes in the Supporting Documentation. Certifying Party attests that there are no undisclosed material liabilities other than those disclosed in Supporting Documentation.

4. SUPPORTING DOCUMENTATION

4.1 Certifying Party shall provide copies of all documents reasonably necessary to substantiate the representations and warranties made herein. Describe or list all supporting documents being submitted with this Re-Certification:

5. CONTINUING DUTY TO NOTIFY

5.1 Certifying Party shall promptly notify Recipient in writing of any material change or of any fact or circumstance that would cause any representation or warranty herein to become untrue or misleading. Such notice shall be given within days of becoming aware of the change.

6. AUDIT, INSPECTION AND ACCESS TO RECORDS

6.1 Upon reasonable prior written notice and during normal business hours, Certifying Party shall allow Recipient or its authorized representative to inspect records and supporting documentation relevant to this Re-Certification and to make copies. Such inspection shall be conducted in a manner that minimizes disruption to Certifying Party's business.

7. TERM, SUSPENSION AND TERMINATION

7.1 This Re-Certification is effective as of the Effective Date and continues for the Certification Period specified above unless earlier terminated in accordance with the prior agreement or by mutual written agreement of the parties.

7.2 Recipient may suspend performance under the prior agreement or seek other remedies if any representation or warranty contained in this Re-Certification is found to be false or materially misleading.

8. REMEDIES; INDEMNIFICATION

8.1 Certifying Party agrees to indemnify, defend and hold harmless Recipient and its officers, directors, agents and employees from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the representations, warranties or attestations contained in this Re-Certification.

9. NOTICES

All notices, requests, and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice):

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 This Re-Certification may be amended only by a written instrument executed by both parties. No delay or failure to exercise any right shall constitute a waiver of that right. This Re-Certification 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.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Re-Certification shall be governed by and construed in accordance with the laws of the jurisdiction chosen by the parties: , without regard to conflict of laws principles.

11.2 Entire Agreement. This Re-Certification, together with the prior agreement referenced herein and any attachments, 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.

11.3 Severability. If any provision of this Re-Certification is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith a valid substitute provision that preserves the intent of the parties.

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