Legitimisation Copy Document

Legitimisation Copy Document

Parties

Effective Date:

Recitals

WHEREAS, Provider is authorized and qualified to review original corporate and personal documents and to prepare certified legitimisation copies and attestations as required by clients and certain third parties; and

WHEREAS, Client requires Provider to produce one or more certified copies of specified originals and to provide a written certification that the copies are true and complete representations of the originals; and

WHEREAS, the parties wish to set forth the scope of services, payment terms and mutual obligations under which such legitimisation copies will be prepared and delivered.

Scope of Work

Provider will: examine the identified original documents presented by Client; prepare certified true copies ("Legitimised Copies"); apply the Provider's attestation or certification stamp as required; retain a log of originals inspected; and deliver Legitimised Copies to Client in the number and format specified below. Provider's obligations do not include legal advice, notarization by a notary public (unless separately agreed), or submission of copies to third parties on Client's behalf except as instructed in writing.

Payment Terms

Client shall pay Provider the fees set forth below for preparation and certification of Legitimised Copies. Fees are exclusive of any taxes which shall be borne by Client unless otherwise stated.

All undisputed amounts not paid when due shall accrue interest at the rate specified above and Client shall reimburse Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

Term: This Agreement shall commence on the Start Date and shall continue until completion of the services described herein or until the End Date, unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon delivery of the notice set forth above. Provider may terminate immediately for material breach by Client, including non-payment, or where continuation would expose Provider to liability under applicable law. Upon termination, Client shall pay Provider for all services performed and costs incurred through the effective date of termination.

Confidentiality

Each party shall hold in strict confidence all non-public information disclosed by the other party in connection with this Agreement, including originals inspected, personal identifiers and any notes and logs prepared by Provider. Provider may disclose information to its employees, agents or subcontractors on a need-to-know basis provided they are bound by confidentiality obligations no less protective than those set forth herein. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party or is required to be disclosed by law or valid legal process; if disclosure is compelled, the receiving party shall provide prompt written notice to the disclosing party to allow objection or protective measures.

Representations, Warranties and Liability

Client represents that the originals presented to Provider are authentic and that Client has the authority to request certification of such documents. Provider represents that it will perform the services in a professional manner and that Legitimised Copies will be accurate reproductions of the originals inspected. EXCEPT AS EXPRESSLY PROVIDED, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL PROVIDER'S LIABILITY EXCEED THE FEES PAID BY CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO LIABILITY, EXCEPT FOR LIABILITY RESULTING FROM WILLFUL MISCONDUCT.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of:

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, understandings and agreements, whether written or oral. Any amendment or modification must be in writing signed by authorized representatives of both parties.

Certification by Provider

Provider certifies that, on the date indicated by Provider's signature below, Provider examined the original documents identified above, made true and complete copies of those originals, and that such copies are legible reproductions which, to the best of Provider's knowledge and belief, accurately reflect the originals presented. Provider acknowledges that this certification is provided for the benefit of Client and may be relied upon by third parties to whom Client furnishes the Legitimised Copies.

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