Miscellaneous Draft Certificate

MISCELLANEOUS DRAFT CERTIFICATE

Certificate Number:     Issue Date: / /

WHEREAS

WHEREAS, Issuing Entity is the authorized drafter of a proposed agreement identified as: (the "Draft");

WHEREAS, Recipient Entity and Issuing Entity intend to negotiate and execute a General Business Agreement memorializing the terms described in the Draft, and wish to record in this Certificate certain material representations and the current status of the Draft for corporate, internal, or third-party reliance; and

WHEREAS, this Miscellaneous Draft Certificate confirms the factual statements set forth below and, upon execution by authorized representatives of both parties, shall operate as a certification of those facts without constituting a binding operative business agreement except where expressly stated herein.

CERTIFICATION

I, the undersigned authorized representative of the Issuing Entity, certify that the Draft referenced above is a true and complete copy of the current draft prepared by or on behalf of Issuing Entity as of the Issue Date of this Certificate. Issuing Entity represents that, to the best of its knowledge after reasonable inquiry, the Draft reflects terms that Issuing Entity is authorized to propose and that there are no undisclosed amendments to the Draft as of the Issue Date.

This certification does not constitute acceptance, execution, or an offer to enter into the Draft by Recipient Entity. Execution of a final binding General Business Agreement is subject to negotiation, mutual agreement, and execution of a separate definitive instrument by both parties.

DRAFT GENERAL BUSINESS AGREEMENT — SUMMARY TERMS

Scope of Work

The Draft contemplates the following Scope of Work. The parties acknowledge that the detailed obligations, deliverables, acceptance criteria and milestones shall be set forth in the definitive agreement; the summary below is provided for informational and certification purposes only.

Payment Terms

As contemplated in the Draft, Recipient Entity shall pay Issuing Entity for services performed under the definitive General Business Agreement according to the following payment provisions.

Late Payment Fee: A late fee equal to per month on overdue balances, or the maximum rate permitted by law, whichever is lower. Issuing Entity may suspend performance if invoiced amounts are not paid within days after invoice date.

Term and Termination

The Draft sets forth the anticipated term and the parties' termination rights. The summary below is provided for certification purposes and is not an operative guarantee of obligations until a definitive agreement is executed.

Term Commencement: / /

Term Expiration (anticipated): / /

Termination for Cause: Either party may terminate the definitive agreement for material breach if the breaching party fails to cure such breach within the notice period specified in the definitive agreement or as otherwise set forth by applicable law.

CONFIDENTIALITY

The parties acknowledge that the Draft and any non-public communications referencing the Draft may include confidential and proprietary information. Each party agrees to maintain such information in confidence and not to disclose it to third parties except to the extent necessary for evaluation or as required by law, subject to the terms of any separate mutual nondisclosure agreement executed by the parties. For the avoidance of doubt, the existence and terms of negotiations shall be treated as Confidential Information unless otherwise agreed in writing.

  I acknowledge the confidentiality obligations described above and confirm that Issuing Entity and Recipient Entity will take commercially reasonable measures to protect Draft materials.

GOVERNING LAW

This Certificate and any good-faith disputes regarding the statements contained herein shall be governed by and construed in accordance with the laws of without regard to choice-of-law principles.

ENTIRE AGREEMENT

This Certificate constitutes the entire written certification of the facts and summary terms described herein between Issuing Entity and Recipient Entity with respect to the Draft as of the Issue Date. Except as expressly set forth herein, this Certificate does not amend, supersede, or replace any prior or subsequent agreement between the parties; no binding obligations to perform the Draft's terms arise from this Certificate unless a definitive executed agreement is entered into by the parties.

The parties further represent that the individuals executing this Certificate are authorized to certify the representations on behalf of their respective entities.

CERTIFIER INFORMATION

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