Management Certification Template

Management Certification Template

Parties and Identification

Corporation LLC Partnership Individual / Sole Proprietor

Recitals

WHEREAS, Certifying Entity has provided management, oversight, accounting and administrative services (collectively, "Management Services") to the Recipient pursuant to agreements and arrangements described herein and in supporting records; and

WHEREAS, the Recipient requires a formal management certification to confirm the accuracy of certain management-level representations, the completeness of books and records for the covered period, and the authority of the signatory to certify on behalf of Certifying Entity; and

WHEREAS, the parties intend that this Management Certification Template memorialize the scope, payment, term, confidentiality and governing law applicable to the certification and associated services.

Scope of Work and Certification

Certification Period: From through .

The Certifying Entity, by its authorized officer below, certifies that, to the best of its knowledge and after due inquiry, the financial, operational and management representations listed in the Scope of Work are true, accurate and complete for the Certification Period; that books, records and supporting documentation relevant to the representations are available for examination upon reasonable notice; and that no material omissions or misstatements exist in relation to the matters certified.

Payment Terms

Late Payment Fee: A late fee equal to will be assessed on overdue amounts after a grace period of days from the invoice due date. Interest and collections costs recoverable by the Certifying Entity shall include reasonable attorneys' fees and collection expenses.

Term and Termination

This Certification and the obligations herein commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Certification for convenience by providing written notice to the other party at least days prior to the effective termination date. Termination for cause may be immediate upon written notice if the breaching party fails to cure a material breach within 10 days after receipt of notice specifying the breach.

Confidentiality

For the purposes of this Certification, "Confidential Information" means all non-public information disclosed by either party in connection with the Scope of Work, including but not limited to financial statements, management reports, personnel data, trade secrets, and business processes. The receiving party shall (a) maintain Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted in writing, and (c) use Confidential Information solely to perform or enforce obligations under this Certification.

Exceptions: Information that is or becomes publicly available through no breach of this Certification, is rightfully received from a third party without restriction, or is independently developed without reliance on the disclosing party's Confidential Information is not Confidential Information. Disclosure compelled by law or by a valid order of a court or governmental authority shall be permitted only after reasonable notice to the disclosing party and the narrowest lawful disclosure.

Governing Law; Remedies

This Certification shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties acknowledge that a breach of the confidentiality or certification obligations may cause irreparable harm for which monetary damages are an inadequate remedy and agree that injunctive relief shall be available in addition to any other remedies.

Representations and Warranties

The undersigned certifies that they are an officer, manager, director or other authorized representative of the Certifying Entity and have the requisite authority to execute this Certification. The undersigned further represents that the statements made in the Scope of Work and in any accompanying schedules or exhibits are true, accurate and complete to the best of their knowledge after reasonable inquiry.

Entire Agreement

This Management Certification, together with any attachments, schedules and other written agreements executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, negotiations and discussions. Any amendment or modification to this Certification must be in writing and signed by both parties.

Notices

Execution and Certification

By signing below, the undersigned certifies under penalty of perjury that they are authorized to execute this Management Certification on behalf of the Certifying Entity, that the facts and representations contained herein are true and correct to the best of their knowledge, and that they understand the legal consequences of this certification.

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