Legal Verified Document

LEGAL VERIFIED DOCUMENT

This Legal Verified Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address and Verifier Name: with principal address . The parties agree as set forth below.

RECITALS

WHEREAS, Client possesses certain documents, records and materials described below that Client requests Verifier to examine and verify for authenticity, completeness and accuracy (the "Verified Documents");

WHEREAS, Verifier is engaged in the business of document review and verification and represents that it has the requisite experience, personnel and procedures to perform the verification services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth in writing their respective obligations relating to the verification, certification and handling of the Verified Documents.

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. "Verified Documents" means the documents listed in the verified_documents_list and any copies, translations or extracts thereof provided by Client. "Verification" means the process of examining source material, comparing signatures, seals, metadata, and other indicia of authenticity and producing a written Verification Certificate declaring the Verifier's conclusions based on the procedures performed.

2. SCOPE OF VERIFICATION SERVICES

2.1 Engagement. Client engages Verifier, and Verifier accepts such engagement, to perform Verification of the Verified Documents subject to the terms and conditions of this Agreement.

2.2 Procedures. Verifier shall perform customary and commercially reasonable verification procedures appropriate to the type of document, which may include but are not limited to: forensic inspection of physical documents, review of metadata, comparison against known exemplars, confirmation with issuing entities where appropriate, and preparation of a Verification Certificate documenting findings.

2.3 Timing. Verifier will use commercially reasonable efforts to complete Verification and deliver the Verification Certificate within days after receipt of all requested materials from Client. Any period stated in business days shall exclude weekends and legal holidays.

3. REPRESENTATIONS AND WARRANTIES

3.1 By Client. Client represents and warrants that it is entitled to submit the Verified Documents for verification, that the documents presented are true copies of the originals in Client's possession or control, and that no material information has been withheld that would reasonably affect Verifier's conclusions.

3.2 By Verifier. Verifier represents and warrants that it will perform Verification in a professional manner, consistent with applicable industry standards and using personnel with appropriate training and experience to perform the services described herein.

4. FEES AND PAYMENT

Client shall pay Verifier a fee of for the Verification services plus any reasonable out-of-pocket expenses incurred in connection with the services. Unless otherwise agreed in writing, fees are due within days of invoicing.

5. CONFIDENTIALITY

Each party shall treat the Verified Documents and any information disclosed in connection with Verification as confidential information and shall not disclose such information except (a) as required by law or legal process, (b) to that party's legal or financial advisors who are subject to confidentiality obligations, or (c) with the prior written consent of the other party. Verifier may disclose findings to third parties only as expressly authorized in writing by Client or as required by law.

6. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Verifier and its officers, directors and employees from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of its representations, submission of forged or fraudulent materials, or failure to disclose material facts. Verifier shall indemnify Client for losses arising from Verifier's gross negligence or willful misconduct in performing the Verification services.

7. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or a party's indemnification obligations, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages. The aggregate liability of Verifier for any claim arising under this Agreement shall not exceed the greater of (a) the fees paid to Verifier under this Agreement, or (b) .

8. RECORDS RETENTION

Verifier shall retain copies of the Verified Documents and workpapers generated in the course of Verification for a period of years, unless a longer retention is required by law. Upon expiration of the retention period, Verifier may securely destroy such records, provided that no legal hold or outstanding dispute exists.

9. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by notice):

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT

This Agreement, including the verified_documents_list and any attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, the remainder of that provision and all other provisions shall continue in full force and effect and shall be construed so as to effectuate the parties' intent to the fullest extent permitted by law.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties. The failure of either party to enforce any right shall not constitute a waiver thereof. This Agreement 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.

14. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that Verifier may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets provided that the assignee assumes Verifier's obligations hereunder. Headings are for convenience only and do not affect interpretation.

CERTIFICATION OF VERIFIER

Verifier certifies that the Verification Certificate delivered pursuant to this Agreement will accurately and fairly state the procedures performed and the conclusions reached and that, to the best of Verifier's knowledge, such conclusions are supported by the work performed. Verifier further acknowledges that any knowingly false statement in a Verification Certificate may subject Verifier to legal liability under applicable laws.

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