Miscellaneous Certificate and Declaration

Miscellaneous Certificate and Declaration

Recitals

WHEREAS, Client Name: is engaged in business and requires certain services and certifications described below; and

WHEREAS, Provider Name: represents that Provider has authority, expertise, and capacity to perform the services and to make the certifications and declarations contained in this document; and

WHEREAS, the parties desire to set forth the scope of work, payment terms, and certain certifications and declarations for the engagement described herein and to record such matters in a written instrument binding on the parties.

Scope of Work

Payment Terms

Contract Amount:

Late Payment Fee: (or % per month)

Invoices shall be delivered to Billing Contact: at Address:

Term and Termination

Commencement Date:     Termination Date:

Either party may terminate this Agreement for convenience upon written notice delivered at least days in advance. Termination for cause may be effected immediately upon written notice for material breach that remains uncured for thirty (30) days following written demand for cure.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and shall not use or disclose any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform obligations under this Agreement. "Confidential Information" means nonpublic information disclosed in any form that is marked or identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall take all reasonable measures to protect Confidential Information from unauthorized use or disclosure, not less than measures it uses to protect its own confidential information of similar importance. Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of this Agreement, (b) was known to the Receiving Party prior to disclosure, (c) is received from a third party without obligation of confidentiality, or (d) is independently developed without use of the Disclosing Party's Confidential Information.

Certifications and Declarations

The undersigned authorized representative of the Provider certifies and declares under penalty of perjury that the statements made in this Certificate and Declaration are true, correct, and complete to the best of the representative's knowledge and belief. The undersigned further certifies that, to the extent any services require licensing, permits or consents, such authorizations have been obtained and are in full force and effect.

Governing Law; Remedies

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree that equitable relief, including injunctive relief, is available to enforce the obligations of confidentiality and other material provisions of this Agreement in addition to any other remedies at law or in equity.

Entire Agreement

This Certificate and Declaration, together with any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the matters addressed herein and supersedes all prior and contemporaneous negotiations, representations, and agreements, whether written or oral. Any amendment or waiver of any provision of this Agreement must be in writing signed by both parties.

Additional Representations

The parties represent that each person signing below is authorized to execute this document on behalf of the respective party and that execution and delivery of this document has been duly authorized and does not violate any law, regulation, or contractual obligation of the signing party.

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