Service Certificate Agreement

SERVICE CERTIFICATE AGREEMENT

This Service Certificate Agreement (the Agreement) is made as of by and between Client Name: , Client Entity Type: and Service Provider Name: , Provider Entity Type: .

RECITALS

WHEREAS, Client and Provider entered into a Statement of Work identified as SOW Number dated , pursuant to which Provider agreed to furnish the services described therein (the Services);

WHEREAS, Provider has performed or caused to be performed certain deliverables and tasks described in the SOW and seeks formal certification of completion as a condition to invoicing and payment; and

WHEREAS, Client desires to establish a process by which Provider may certify completion of Services and by which Client may accept or reject such certification under the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties hereby agree as follows:

1. DEFINITIONS

1.1 "Certificate" means the written instrument executed by Provider certifying that the Services described in the SOW have been completed in accordance with the SOW, substantially free of material defects and in compliance with applicable standards.

1.2 "Acceptance" means Client's written acknowledgment of completion following inspection in accordance with Section 3.

2. CERTIFICATION OF SERVICES

2.1 Provider hereby certifies that the Services described in SOW Number have been completed as of under the terms and conditions of the SOW and this Agreement.

3. ACCEPTANCE, INSPECTION AND CURE

3.1 Upon receipt of a Certificate, Client shall have days to inspect the certified Services and notify Provider in writing of any nonconformity. Failure to provide written notice within such inspection period shall constitute Acceptance of the certified Services, subject to latent defect rights set forth below.

3.2 If Client reasonably disputes completion or identifies a defect, Client shall provide written notice specifying the nonconforming items. Provider shall have days to correct or remediate such nonconformity at Provider's expense. If Provider fails to cure within that period, Client may exercise available remedies under the SOW or applicable law.

4. PAYMENT

4.1 The Certificate shall serve as a basis for Provider to submit an invoice for the certified Services. Provider shall submit an invoice referencing Certificate Number and in the amount of .

4.2 Client shall pay any undisputed portion of the invoice within days after receipt. Payment of an invoice shall not constitute a waiver of Client's rights with respect to latent defects discovered thereafter.

5. REPRESENTATIONS AND WARRANTIES

5.1 Provider represents and warrants that, as of the date of the Certificate, (a) the Services were performed in material conformity with the SOW; (b) Provider has authority to issue the Certificate; and (c) to Provider's knowledge, no litigation or administrative action exists that would prevent Provider from performing its obligations under the SOW.

5.2 Client represents that it has the authority to accept Services on behalf of Client and that acceptance pursuant to this Agreement will effectuate payment obligations in accordance with the parties' payment terms.

6. CONFIDENTIALITY

6.1 Each party shall treat as Confidential Information all non-public information disclosed in connection with the Certificate or the Services and shall not disclose such information except to its employees, contractors or advisors on a need-to-know basis and bound by confidentiality obligations at least as protective as those in the SOW.

7. INDEMNITY AND LIMITATION OF LIABILITY

7.1 Provider shall indemnify, defend and hold harmless Client from and against claims arising from Provider's gross negligence or willful misconduct in performance of the Services certified herein.

7.2 Except for liability arising from gross negligence, willful misconduct or indemnities set forth in this Agreement or the SOW, neither party shall be liable for consequential, incidental or punitive damages. The aggregate liability of either party for claims arising out of the Certificate or the SOW shall not exceed the total amount paid or payable for the certified Services.

8. NOTICES

8.1 All notices under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or overnight courier to the addresses specified below or as otherwise designated by written notice.

9. MISCELLANEOUS

9.1 Amendments. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

9.2 Waiver. No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver. A failure or delay to enforce any right shall not constitute a waiver of that right.

9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

9.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to conflict of laws principles. Governing Law Jurisdiction:

9.5 Entire Agreement. This Agreement, together with the referenced SOW, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings and communications.

9.6 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

EXECUTION

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives effective as of the date first written above.

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