Miscellaneous Attestation Deliverable

Miscellaneous Attestation Deliverable

This Miscellaneous Attestation Deliverable is entered into as of by and between:

WHEREAS

WHEREAS, Client engaged Provider to produce certain deliverables described below and Provider has represented that it possesses the skills, personnel, and qualifications necessary to prepare and deliver such materials under the terms of this Attestation; and

WHEREAS, the parties desire to document acceptance, payment terms, and any required attestations regarding the deliverable(s), including any statements that the deliverable materially conforms to the mutually agreed specifications and any known exceptions; and

WHEREAS, this document constitutes the parties' mutual acknowledgement and attestation that specified deliverables have been delivered, reviewed, and either accepted, accepted with exceptions, or rejected in accordance with the acceptance criteria set forth herein.

Scope of Work

Description of Deliverable(s) and scope: The Provider shall deliver the following item(s) and associated documentation, in accordance with the specifications and delivery schedule set forth below.

Expected delivery on .

Acceptance & Attestation

Upon delivery, Client shall review the deliverable against the acceptance criteria. Client shall, within the review period below, either accept the deliverable in writing, accept with documented exceptions, or reject the deliverable with stated reasons.

Attestation: By signing below, the authorized representative of Client attests that the deliverable:

Meets all material specifications and acceptance criteria without exception.

Accepted with documented exceptions attached to this attestation.

Rejected for the reasons set forth in an attachment to this attestation.

Payment Terms

In consideration for the deliverable, Client shall pay Provider in accordance with the following terms.

Unless otherwise stated, invoices are due within the number of days specified in the Payment Schedule. Interest on overdue amounts will accrue at the rate specified above and Provider reserves the right to suspend further performance for nonpayment after written notice.

Term and Termination

This Attestation and any associated obligations commence on and shall continue until unless earlier terminated as set forth below.

Either party may terminate this Attestation for cause upon material breach by the other party that remains uncured for days after written notice. Termination shall not relieve Client of payment obligations for deliverables accepted prior to termination.

Confidentiality

The parties acknowledge that in the course of performance they may receive Confidential Information of the other party. "Confidential Information" means nonpublic information that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Each party shall (a) protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information only for the purposes of performing obligations under this Attestation; and (c) not disclose Confidential Information to any third party except as required by law or with the disclosing party's prior written consent.

The obligations in this section shall survive termination or expiration of this Attestation for a period of three (3) years, except that trade secrets and other information that qualifies for longer protection under applicable law shall remain protected for the duration required by law.

Governing Law

This Attestation shall be governed by and construed in accordance with the substantive laws of the state of without regard to conflicts of law principles.

Entire Agreement

This Attestation, including any attachments, exhibits, and referenced documents executed contemporaneously herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in a writing signed by both parties to be effective.

Additional Representations

Provider represents that, to the best of its knowledge, the deliverable does not infringe any third-party intellectual property rights and that Provider has the authority to deliver and license any materials included. Client represents that any information supplied to Provider to enable the work is accurate and that Client has authority to request the work described.

Attachments

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