Legal Status Check

LEGAL STATUS CHECK

This Legal Status Check Agreement (the "Agreement") is entered into as of by and between Requesting Party Name: , Address: and Provider Name: , Address: . The Requesting Party and Provider are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Requesting Party desires to obtain a legal status check and related verifications concerning Target Entity: , registered in Jurisdiction: , Entity/Registration Number: .

WHEREAS, Provider represents that it has the experience, capacity and professional means to conduct the legal status checks described in this Agreement and will perform such services in accordance with applicable laws, professional standards and the terms set forth herein.

WHEREAS, the Parties wish to define the scope, authority, confidentiality obligations, limitations of liability and the terms under which Provider will deliver written findings and confirmations to Requesting Party.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: (a) "Legal Status Check" means the factual verification and confirmation of corporate existence, good standing, registration status, and any other items expressly requested in Section 2; (b) "Deliverable" means Provider's written report or certificate issued pursuant to Section 5; and (c) "Confidential Information" has the meaning set forth in Section 4.

2. SCOPE OF LEGAL STATUS CHECK

Provider shall perform the Legal Status Check limited to the specific items selected below and any additional items expressly agreed in writing by the Parties. Provider's obligations are investigatory and confirmatory only; Provider does not provide legal opinions unless expressly engaged in a separate written instrument.

Good standing / certificate of existence
Formation/registration document verification
Authority to transact business in jurisdiction(s)
Tax registration and status verification
Public records and litigation/search review
Other (describe below)

3. AUTHORIZATION; REPRESENTATIONS

Requesting Party represents and warrants that it has the authority to request the Legal Status Check with respect to the Target Entity and, if required by law, has obtained all consents necessary for Provider to access records and public filings. Requesting Party shall provide Provider with all documents reasonably necessary to perform the services.

Provider represents that it will perform the services with reasonable care and in accordance with accepted professional practices for factual verification. Provider does not warrant the accuracy of third-party records or the future status of the Target Entity beyond the date of the Deliverable.

4. CONFIDENTIALITY

Each Party shall keep Confidential Information strictly confidential and shall not disclose it to third parties except to the extent necessary to perform this Agreement or as required by law, regulation, or valid order of a court or governmental authority. Confidential Information excludes information that is publicly available through no breach of this Agreement or already lawfully in the receiving Party's possession.

5. DELIVERABLES AND TIMING

Provider will deliver a written report summarizing verified records and findings (the Deliverable) within business days after receipt of all required documentation and payment as set forth in Section 6. Provider's Deliverable will state the factual sources examined and will note any material gaps or conflicting records.

6. FEES AND PAYMENT

Requesting Party shall pay Provider a fee of plus reasonable out-of-pocket expenses incurred in performing the Legal Status Check. Payment terms: .

7. LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, Provider's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the fees actually paid by Requesting Party to Provider under this Agreement. In no event shall Provider be liable for special, consequential, incidental, punitive or lost profits damages.

8. INDEMNIFICATION

Requesting Party shall indemnify, defend and hold harmless Provider and its officers, employees and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Requesting Party's breach of its representations, misuse of the Deliverable, or false statements made in connection with the Requesting Party's instructions to Provider.

9. RECORDS; RETENTION

Provider may retain copies of records and work papers generated in connection with the Legal Status Check for a period of up to years for quality control and legal compliance purposes, subject to confidentiality obligations herein.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the opening paragraph or to such other address as a Party may designate in writing. Notices shall be deemed given when delivered personally, or two business days after deposit with a nationally recognized overnight courier.

11. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by both Parties. Failure or delay by either Party to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision.

12. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties: , without regard to choice-of-law principles. The Parties submit to the exclusive jurisdiction of the courts of that jurisdiction for disputes arising under this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous communications and proposals, whether oral or written. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be treated as originals for all purposes.

15. MISCELLANEOUS

The Parties acknowledge that Provider's Deliverable is based on public records and third-party information; Provider shall not be liable for inaccuracies in such third-party sources except where Provider knew or should have known of such inaccuracy and failed to disclose it reasonably. Any schedules, exhibits or additional instructions attached hereto form part of this Agreement when signed by both Parties.

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