Verification Certificate

Verification Certificate and Services Agreement

This Verification Certificate and Services Agreement (the Agreement) is made and entered into as of by and between:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client requires certain verification, validation and business services related to Client's operations and records, including but not limited to verification of data, attestations, reports and related consultancy (the Services); and

WHEREAS, Service Provider represents that it has the professional competence, experience and personnel necessary to perform the Services and to provide the Verification Certificate described herein in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations, and to provide a formal Verification Certificate attesting to specified facts and results upon completion of the Services.

SCOPE OF WORK

PAYMENT TERMS

Invoices unpaid after days shall accrue interest at per month, or the maximum lawful rate if less. Client shall also reimburse Provider for reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice. Either party may also terminate without cause upon days' prior written notice. Termination shall not relieve Client of its obligation to pay for Services rendered and reasonably incurred costs prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party (Discloser) to the other (Recipient) in connection with this Agreement, whether disclosed orally, visually, in writing or electronically, including but not limited to business plans, financial information, customer data, software, trade secrets and deliverables. Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, agents or contractors having a need to know and who are bound by written confidentiality obligations; and (c) exercise at least the same degree of care in protecting Confidential Information as Recipient uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was rightfully in Recipient's possession before receipt from Discloser; (iii) is rightfully obtained by Recipient from a third party without restriction; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information.

Remedies: Recipient acknowledges that unauthorized disclosure may cause irreparable harm to Discloser and that monetary damages may be inadequate. Discloser may seek injunctive relief and any other remedies available at law or in equity in addition to damages.

VERIFICATION CERTIFICATE

Upon completion of the Services or as otherwise requested in writing by Client, Service Provider shall deliver a written Verification Certificate signed by an authorized representative certifying the following to the best of Service Provider's knowledge and belief:

1. That the Services specified in the Scope of Work were performed in material conformance with the agreed specifications and deliverables;
2. That the factual statements and verifications contained in the Certificate are true, accurate and correct as of the date of issuance;
3. That any exceptions, qualifications or limiting conditions are expressly stated in the Certificate.

The Verification Certificate shall be prepared on Service Provider letterhead or other mutually agreed form and shall be delivered to Client in electronic or hard copy format within business days following completion of the Services or final invoicing, whichever is later.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any attachments, exhibits and the Verification Certificate when issued, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. This Agreement may be amended only by a written instrument signed by both parties.

ADDITIONAL PROVISIONS

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, agency, partnership, joint venture or fiduciary relationship between the parties. Service Provider shall be solely responsible for employment taxes, benefits and other obligations for its personnel.

Indemnity: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from that party's gross negligence, willful misconduct or material breach of this Agreement.

CERTIFICATION

The undersigned certifies under penalty of perjury and by authority of the entity they represent that the information provided in this Agreement and any attachments is true, accurate and complete, and that they are authorized to execute this Agreement on behalf of the named party.

I hereby certify that the facts and statements contained in the Verification Certificate and any related deliverables are, to the best of my knowledge, true and correct, and that any material exceptions are disclosed in writing.

Acknowledgement: I acknowledge and certify the foregoing.

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