Vendor Registration Certificate

VENDOR REGISTRATION CERTIFICATE

THIS VENDOR REGISTRATION CERTIFICATE (the "Certificate") is made and entered into by and between: Vendor Name: and Company Name: .

WHEREAS

WHEREAS, the Company requires registration and qualification of entities that supply goods or services to the Company in order to ensure compliance with Company procurement, insurance and payment procedures; and

WHEREAS, the Vendor represents that it is duly organized and authorized to provide the goods and/or services described herein and desires to provide such goods and/or services under the terms set forth in this Certificate; and

WHEREAS, acceptance of this Certificate by the Company constitutes authorization for the Vendor to be listed as an approved supplier and forms part of the contractual relationship between the parties for subsequent purchase orders, statements of work, or contracts that reference this Certificate.

VENDOR INFORMATION

BUSINESS CLASSIFICATION

Please indicate the Vendor's legal entity type (select all that apply):

SCOPE OF GOODS AND SERVICES

The Vendor hereby certifies that it is capable of providing the following goods and/or services. Describe in sufficient detail the categories, commodities, or services the Vendor offers and any limitations on supply.

PAYMENT TERMS

Standard payment arrangements between the Company and Vendor shall be as set forth below. The existence of this Certificate does not obligate the Company to any minimum purchase volume unless expressly set forth in a separate agreement or purchase order.

TERM AND TERMINATION

This Certificate is effective as of Start Date: and shall remain in effect until End Date: , unless earlier terminated in accordance with the terms below.

Either party may terminate this Certificate for convenience upon written notice to the other party no fewer than days prior to the effective termination date.

The Company may terminate immediately for cause in the event of Vendor's material breach, insolvency, failure to maintain required insurances, or failure to comply with applicable laws or Company policies.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public technical, commercial, financial or business information disclosed in any form. The receiving party shall (i) hold such information in strict confidence, (ii) use it solely to fulfill its obligations under any resulting purchase orders or agreements, and (iii) not disclose it to third parties except on a need-to-know basis under confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available without breach, independently developed without reference to the disclosing party's Confidential Information, or required to be disclosed by law subject to prompt notice to the disclosing party.

INSURANCE AND COMPLIANCE

The Vendor certifies that it maintains all required licenses, permits and insurance coverages necessary to perform the goods and services identified in this Certificate. Upon request, Vendor shall provide certificates of insurance evidencing coverage and naming the Company as an additional insured where required by contract.

GOVERNING LAW

This Certificate shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Certificate, together with any purchase orders, statements of work, schedules and attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and representations. No modification, amendment or waiver shall be binding unless in writing and signed by authorized representatives of both parties.

CERTIFICATION AND ACKNOWLEDGMENT

The Vendor certifies that the information provided in this Certificate is true, accurate and complete. The Vendor agrees to promptly notify the Company in writing of any material change to the information provided. Vendor acknowledges that false statements or omissions may subject the Vendor to termination of any resulting business relationship and other remedies available at law or equity.

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