Ownership Certification Document

OWNERSHIP CERTIFICATION DOCUMENT

Date of Certification:

Owner Name:    Owner Address:

Recipient Name:    Recipient Address:

WHEREAS

WHEREAS, Owner is the sole legal and beneficial owner of the property, tangible assets, intellectual property, or other interests described below (the "Assets"), and has full right, title and authority to certify ownership of such Assets to Recipient;

WHEREAS, Recipient requires a written certification of ownership in order to effect a transfer, registration, financing, or other transaction described herein; and

WHEREAS, Owner and Recipient desire to set forth the scope of the certification, the representations and warranties of Owner, payment terms (if any), and other contractual provisions governing the certification and related activities.

1. DESCRIPTION OF ASSETS

2. SCOPE OF WORK

3. PAYMENT TERMS

Certification Fee Amount: $

Late Payment Fee:    Collection Costs:

4. TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Certification for convenience upon days prior written notice to the other party. Termination for material breach is permitted immediately upon written notice describing the breach if the breaching party fails to cure within days of receipt of such notice.

5. REPRESENTATIONS AND CERTIFICATIONS OF OWNER

Owner hereby certifies, represents and warrants to Recipient as follows:

  Owner is the sole legal and beneficial owner of the Assets and has good and marketable title thereto free and clear of all liens, encumbrances, security interests, charges, and claims, except as disclosed to Recipient in writing.

  There are no pending or threatened actions, proceedings, or demands that challenge Owner's title, ownership, or ability to transfer any of the Assets.

  Owner has full power and authority to execute, deliver and perform this Certification and to make the certifications contained herein.

6. CONFIDENTIALITY

Each party agrees that any non-public information or documentation exchanged in connection with this Certification, including details of the Assets and any supporting title documentation, shall be treated as confidential and shall not be disclosed to third parties except as required by law or with the prior written consent of the disclosing party. The receiving party shall use at least the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care.

7. GOVERNING LAW

This Certification shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law doctrines.

8. ENTIRE AGREEMENT

This Certification constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, understandings, representations and warranties, whether oral or written. Any amendment or modification of this Certification must be in writing and signed by both parties.

9. MISCELLANEOUS

The parties acknowledge that the certifications and representations contained in this document are made under penalty of perjury where applicable and are intended to induce Recipient to rely on Owner's statements in connection with the transaction identified above. Owner agrees to indemnify and hold Recipient harmless from any losses arising from a breach of the foregoing representations and warranties.

The undersigned certifies under penalty of perjury that the information contained in this Ownership Certification Document is true, complete and accurate to the best of the undersigned's knowledge and belief.

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