Legal Verifications Set One

LEGAL VERIFICATIONS SET ONE

This Legal Verifications Set One (the Agreement) is entered into as of Effective Date: , by and between Requesting Party: , a business entity of type Corporation LLC Partnership Individual , and Verifying Party: , a business entity of type Corporation LLC Partnership Individual . Each of Requesting Party and Verifying Party may be referred to herein individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Requesting Party requires certain legal verifications, attestations, certified copies and related documentary evidence to support transactions, due diligence reviews, compliance determinations, or regulatory submissions (the Verifications);

WHEREAS, Verifying Party maintains access to corporate records, title records, public filings and other primary source documents and is willing to perform the Verifications described herein in accordance with the terms and conditions of this Agreement; and

WHEREAS, the Parties desire to set forth the scope, delivery, use, limitations and legal protections applicable to the Verifications.

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

1. DEFINITIONS

1.1 "Verifications" means the factual checks, record inspections, attestations, certified copies of documents, status or lien searches, and written confirmations described in Section 2 delivered by Verifying Party to Requesting Party.

1.2 "Deliverables" means the written reports, certificates, certified copies, sworn statements and electronic records prepared and delivered to Requesting Party pursuant to this Agreement.

1.3 "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, excluding information that is or becomes publicly available without breach.

2. SCOPE OF VERIFICATIONS

2.1 Verifying Party shall, upon receipt of a written request from Requesting Party and payment of applicable fees, perform the following Verifications as set forth in the applicable request: entity formation and good standing checks; verification of corporate existence and authority of named officers or agents; certified copies of formation documents; searches for recorded liens or encumbrances; and confirmation of government filings listed in the request.

2.2 Unless expressly requested otherwise in writing, Verifying Party's work shall be limited to documentation and records review and confirmation of publicly available filings; no legal opinion will be issued unless an explicit written request for a legal opinion is accepted and separately agreed.

2.3 Time for performance: Verifying Party shall use commercially reasonable efforts to complete standard Verifications within business days after receipt of a complete request and payment, subject to availability of records and government offices.

3. DELIVERABLES; FORMAT; ATTACHMENTS

3.1 Deliverables shall describe the source documents inspected, the date of inspection, and the result of the verification. Deliverables may be provided electronically in PDF format or as certified hard copies when requested in writing and paid for by Requesting Party.

4. LEVEL OF CERTIFICATION

Verifying Party's certification of facts will be limited to the type indicated below. Select one level for this request:

Document review only (identify documents relied upon) Reasonable inquiry (includes interviews and record checks) Sworn attestation (notarized or under penalty of perjury)

5. REPRESENTATIONS AND WARRANTIES

5.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and that the person signing this Agreement is duly authorized to bind such Party.

5.2 Verifying Party represents that the Verifications will be performed with reasonable care and in accordance with customary practices for verification services, and that Deliverables will accurately state the sources consulted and the results obtained as of the date of the Deliverable.

6. FEES; PAYMENT

6.1 Fees are due upon invoice and prior to commencement of any action by Verifying Party unless otherwise agreed in writing. Late payments may incur interest at the lesser of 1.5% per month or the maximum allowed by law.

7. CONFIDENTIALITY

7.1 Each Party shall hold Confidential Information in strict confidence and shall not disclose it except to employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

7.2 The foregoing obligations shall not apply to information that becomes public without breach, was known prior to disclosure, or is required to be disclosed by law or valid order of a court or governmental authority, provided the disclosing Party gives prompt written notice to the other Party to allow for protective measures.

8. LIABILITY; INDEMNIFICATION

8.1 Verifying Party's liability for damages arising from the performance of Verifications shall be limited to direct damages and shall not exceed the total fees paid by Requesting Party for the specific Verifications giving rise to the claim. In no event shall either Party be liable for consequential, incidental, special or punitive damages.

8.2 Each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims resulting from the indemnifying Party's breach of its representations, willful misconduct, or gross negligence in performing under this Agreement.

9. TERM; TERMINATION

9.1 This Agreement shall commence on the Effective Date and remain in effect until completion of the requested Verifications unless earlier terminated as provided herein.

9.2 Either Party may terminate this Agreement upon written notice if the other Party materially breaches and fails to cure within thirty (30) days after notice of such breach. Termination shall not relieve Requesting Party of its obligation to pay for work performed prior to termination.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and sent to the addresses set forth below or to such other address as a Party designates by written notice.

11. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any breach shall be effective unless in writing and signed by the waiving Party, and no single waiver shall constitute a waiver of any subsequent breach.

12. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflicts of law principles. The Parties consent to the exclusive jurisdiction and venue of the courts located in that state for any disputes arising out of this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

13.1 This Agreement, including any written requests and attachments referenced herein, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

13.2 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

13.3 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

EXECUTION

The Parties, intending to be legally bound, have executed this Agreement by their duly authorized representatives as of the Effective Date set forth above.

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