Professional Certifications Template

PROFESSIONAL CERTIFICATIONS AGREEMENT

Effective Date:

WHEREAS

WHEREAS, Certifier represents and warrants that Certifier holds the professional certifications and credentials set forth in this Agreement and in any attachments and that such certifications are valid, active, and in good standing as of the Effective Date; and

WHEREAS, Client requires documented certification and related verification services for business, regulatory, or contractual compliance purposes and will rely on the representations, attestations, and deliverables provided by Certifier; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality obligations, and other terms governing Certifier's provision of certification services to Client.

SCOPE OF WORK

PAYMENT TERMS

All payments are exclusive of taxes. Client shall be responsible for applicable taxes and for reimbursing Certifier for pre-authorized, reasonable out-of-pocket expenses incurred in performing the services upon submission of supporting documentation.

TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for days after written notice specifying the breach.

Termination for Convenience: Either party may terminate for convenience upon days' prior written notice to the other party. Upon termination, Client shall pay Certifier for all services performed and expenses incurred through the effective termination date.

CERTIFICATIONS, REPRESENTATIONS AND MAINTENANCE

Certifier represents and warrants that all certifications listed in this Agreement are genuine, issued by the stated credentialing bodies, and not subject to unresolved disciplinary proceedings as of the Effective Date. Certifier shall promptly notify Client in writing within days of any suspension, revocation, lapse, or change in standing affecting any certification relied upon by Client.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given its nature. Each party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to those employees, agents, or subcontractors with a need to know and who are bound by similar confidentiality obligations; and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known prior to disclosure; (c) is independently developed without use of the other party's Confidential Information; or (d) is rightfully received from a third party without restriction. The obligations under this clause survive termination for a period of years.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, and costs (including reasonable attorneys' fees) arising out of the indemnifying party's breach of its representations, warranties, or obligations under this Agreement, provided that the indemnified party provides prompt written notice and reasonable cooperation in the defense of such claim.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification shall be effective unless in writing and signed by an authorized representative of each party.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by notice. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, certified mail.

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