Verification Document

VERIFICATION DOCUMENT

This Verification Document (the Agreement) is entered into on Date: by and between Client Name: with principal address: and Verifier Name: with principal address: .

WHEREAS

WHEREAS, Client requires independent verification of certain facts, records, documents and representations as set forth herein, and Verifier has the qualifications, personnel and facilities to perform such verification services in accordance with the terms of this Agreement.

WHEREAS, the parties desire to set forth the scope, terms of payment, confidentiality obligations and other material provisions governing the performance of the verification services to ensure accuracy, reliability and legal compliance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Verifier shall perform independent verification services including, without limitation, document review, source confirmation, on-site inspection where necessary, and preparation of a written verification report. The specific items to be verified and the required deliverables are described below:

2. PAYMENT TERMS

Client shall pay Verifier the fees set forth below in consideration for the verification services. Unless otherwise agreed in writing, fees are non-refundable and shall be payable in accordance with the schedule below.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Upon termination for convenience, Client shall pay Verifier for all services performed and reasonable costs incurred through the termination date.

Either party may terminate immediately upon material breach by the other party if such breach remains uncured for a period of days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Each party acknowledges that in the course of performing its obligations hereunder it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is or becomes public through no fault of the receiving party, or that is rightfully received from a third party without restriction.

The receiving party shall (a) use Confidential Information solely for the purposes of performing this Agreement, (b) restrict disclosure to those employees and agents who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein, and (c) upon written request either return or certify destruction of Confidential Information, except to the extent retention is required by law or professional standards.

5. REPRESENTATIONS, CERTIFICATIONS AND VERIFICATION STATEMENT

Client represents and warrants that: (a) it has authority to request the verification and to disclose the materials and information provided to Verifier; (b) the materials provided are accurate to the best of Client's knowledge; and (c) Client has obtained any required consents or authorizations necessary for Verifier to perform the verification.

Verifier certifies that the verification will be performed in a professional manner consistent with generally accepted verification practices and that any written verification report will identify the methodology used, summarize findings, and disclose any material limitations or qualifications of the verification.

6. SUPPORTING DOCUMENTS AND CHECKLIST

The following supporting documents are provided to Verifier and form part of the verification scope. Check all that apply and describe attachments.

Identification documents
Employment records
Financial statements
Contracts and agreements
Other

7. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of its representations, warranties or obligations under this Agreement or from the indemnifying party's negligent acts or willful misconduct in connection with the services provided hereunder.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of any disputes arising under this Agreement.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and referenced exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. This Agreement may be amended only by a written instrument duly executed by both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all of its assets.

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