Professional Services Attestation

PROFESSIONAL SERVICES ATTESTATION

This Professional Services Attestation (the "Attestation") is made as of Effective Date: by and between Client Name: and Service Provider Name: .

Client Entity Type: Individual Corporation Limited Liability Company Other:

Provider Entity Type: Individual Corporation Limited Liability Company Other:

RECITALS

WHEREAS, Client engaged Service Provider to perform the professional services described in the Statement of Work or engagement documents attached or incorporated herein (the "Services"); and

WHEREAS, Service Provider has completed or performed all Services for the period specified below and is required to provide a formal attestation of performance, accuracy of deliverables, and compliance with applicable laws and professional standards; and

WHEREAS, Client requires the attestations and representations in this Attestation as a condition to final acceptance and payment for the Services.

NOW, THEREFORE

In consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Attestation that are not otherwise defined have the meanings set forth in the underlying agreement between the parties. For purposes of this Attestation, "Deliverables" means the work products, reports, analyses and other materials delivered by Service Provider to Client in connection with the Services. The scope of Services (brief description) is:

2. ATTESTATION BY SERVICE PROVIDER

Service Provider hereby certifies and attests that, to the best of its knowledge and belief after due inquiry:

(a) All Services and Deliverables were performed and prepared in accordance with the terms of the applicable Statement of Work, engagement letters, and the professional standards applicable to Service Provider's profession; all material facts necessary to understand the Deliverables have been disclosed; and any limitations or qualifications are explicitly stated in the Deliverables.

(b) All facts, findings, statements of opinion, computations and data contained in the Deliverables are true, accurate and complete in all material respects and were based upon records and information reasonably available to Service Provider at the time of preparation.

(c) Service Provider has not knowingly omitted, concealed, or misrepresented any material information in the Deliverables and has disclosed to Client any conflicts of interest, relationships, or circumstances that reasonably could be expected to impair Service Provider's objectivity.

(d) Service Provider complied with all applicable laws, regulations, rules, licensing requirements and industry standards in performing the Services, including but not limited to data protection and privacy laws to the extent applicable.

3. REPRESENTATIONS AND WARRANTIES

Service Provider represents and warrants that: (i) it has full power and authority to execute and deliver this Attestation and to perform its obligations hereunder; (ii) the person signing on behalf of Service Provider is duly authorized to bind it; and (iii) the execution and performance of this Attestation do not and will not violate any agreement, law or court order applicable to Service Provider.

4. RECORDS, AUDIT, AND RETENTION

Service Provider shall retain all working papers, source data and other records relating to the performance of the Services and the Deliverables for a period of from the date of completion. Upon reasonable notice, Service Provider shall permit Client or its designee to inspect and copy such records during normal business hours for the purpose of verifying the matters attested herein.

5. CONFIDENTIALITY

Each party shall protect the other's Confidential Information disclosed in connection with this Attestation in accordance with the confidentiality obligations set forth in the underlying agreement. Confidential Information does not include information that is or becomes generally available to the public other than by breach of this Attestation.

6. INDEMNIFICATION

Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) any material breach of the representations or warranties made in this Attestation; or (b) the negligent or willful acts or omissions of Service Provider in the performance of the Services.

7. LIMITATION OF LIABILITY

Except as expressly provided in the underlying agreement, and to the fullest extent permitted by law, the total liability of Service Provider arising out of or related to this Attestation shall not exceed or the total fees paid for the Services, whichever is greater.

8. TERM AND TERMINATION

This Attestation is effective as of the Effective Date and shall survive termination of the underlying agreement to the extent necessary to enforce the attestations and obligations set forth herein. Termination of the underlying agreement shall not relieve Service Provider of its obligations under this Attestation with respect to Services performed prior to termination.

9. NOTICES

All notices shall be in writing and delivered to the respective addresses specified above, or to such other address as a party may designate in writing in accordance with this section. Notice is effective upon receipt.

10. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of this Attestation shall be effective unless in writing and signed by duly authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

11. GOVERNING LAW

This Attestation shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties:

12. ENTIRE AGREEMENT; SEVERABILITY

This Attestation, together with the underlying agreement and any incorporated statements of work or schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof. If any provision of this Attestation is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS

This Attestation may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding for all purposes.

The undersigned authorized representatives of the parties hereby attest and certify that the statements made in this Attestation are true and correct to the best of their knowledge and belief as of the date signed below.

Sign Now