Representation Checklist Form

REPRESENTATION CHECKLIST FORM

This Representation Checklist and Engagement Agreement is entered into between Client Name: and Representative Name: Effective Date:

WHEREAS

WHEREAS, Client engages Representative to provide the services described in the Scope of Work below and Representative represents that it has the authority, experience and personnel necessary to perform such services in accordance with professional standards;

WHEREAS, Client requires certain assurances and documented representations regarding authority, conflicts, compliance and intellectual property in connection with the engagement and the parties desire to record those representations and related checklist items for mutual reliance;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree that the representations set forth in the following checklist are true and accurate as of the Effective Date and shall form part of the terms of engagement.

REPRESENTATIONS AND WARRANTIES CHECKLIST

Authority and Corporate Power: Representative has full power and authority to enter into and perform the obligations of this Agreement; all required corporate or organizational approvals have been obtained.

No Conflicts or Breach: Performance of the services will not violate any agreement, law, or court order to which Representative or Client is subject.

Compliance with Laws: Representative shall comply with all applicable laws, rules and regulations in the performance of services, including data protection and export controls where applicable.

Intellectual Property: Representative warrants that it has the necessary rights and licenses to provide deliverables free of third-party claims; any third-party materials are properly licensed and disclosed.

No Pending Litigation: There is no pending or, to Representative's knowledge, threatened litigation or governmental proceeding that would materially impair performance under this Agreement.

Financial Solvency: Representative is financially solvent and able to perform its obligations; no bankruptcy or insolvency filings are pending.

Insurance: Representative maintains insurance coverage adequate to cover the risks arising from the services and will provide certificates upon request.

Data Protection: Representative will implement commercially reasonable technical and organizational measures to protect Client data and will process such data only as directed by Client.

SCOPE OF WORK

PAYMENT TERMS

TERM AND TERMINATION

Term Start Date:   Term End Date:

Termination for Cause: Either party may terminate for material breach that remains uncured after the notice period specified above. Termination shall be without prejudice to accrued rights and obligations.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other party. Confidential Information shall mean non-public information designated as confidential or that reasonably should be understood to be confidential under the circumstances. Recipient shall not disclose or use Confidential Information except as necessary to perform under this Agreement and shall protect it with at least the same degree of care used to protect its own confidential information, no less than reasonable care.

Acknowledgement: The undersigned parties acknowledge and agree to the confidentiality obligations set forth herein.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of:

ENTIRE AGREEMENT

This Representation Checklist, together with any incorporated Schedules or Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, communications or agreements, written or oral.

CERTIFICATION

By signing below, each party certifies that the representations checked above are true and accurate to the best of its knowledge as of the Effective Date and that the party has the authority to bind the entity on whose behalf it signs.

Certification: I certify under penalty of perjury that the foregoing representations are true and correct.

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