Withdrawal Certificate Form

Withdrawal Certificate Form

Parties

Recitals

WHEREAS, Withdrawing Party has previously entered into a written agreement identified as: dated (the "Prior Agreement"), concerning certain services, obligations, or funds;

WHEREAS, the Withdrawing Party desires to withdraw its interest, claim, or participation described herein and to certify such withdrawal to the Receiving Party, and the Receiving Party is willing to accept the withdrawal subject to the terms of this Withdrawal Certificate;

WHEREAS, the parties intend by this instrument to set forth the terms, scope of continuing obligations, and any payments necessary to effect the withdrawal and mutual release.

Withdrawal Certification

By executing this Withdrawal Certificate, the Withdrawing Party hereby certifies and warrants that it withdraws and relinquishes all rights, claims, interests, and participations described in the Prior Agreement to the extent identified below, subject to the terms and conditions of this Certificate. The Withdrawing Party further certifies that, except as expressly reserved in this Certificate, it has no outstanding unwaived claims against the Receiving Party arising out of the Prior Agreement.

Payment Terms

As consideration for effecting the withdrawal and mutual releases set forth herein, the Receiving Party shall pay to the Withdrawing Party the sum of USD (the "Withdrawal Amount"), payable in accordance with the schedule below.

Late payments shall incur interest at the rate of on any unpaid balance, calculated monthly and compounded as permitted by applicable law.

Term and Termination

This Withdrawal Certificate shall become effective as of and shall remain in force until the parties have performed all obligations expressly set forth herein or until terminated in accordance with this section.

Either party may terminate this Certificate for material breach by the other party if such breach is not cured within days following written notice. Termination does not relieve either party of obligations accrued prior to termination nor obligations expressly surviving termination as set forth herein.

Confidentiality

Each party shall maintain as confidential all non-public information disclosed in connection with this Withdrawal Certificate, including the terms hereof, business information, and technical data, and shall not disclose such information to any third party except as required by law or with the prior written consent of the other party. This confidentiality obligation shall survive termination or expiration of this Certificate for a period of three (3) years, or longer to the extent required to protect trade secrets or proprietary information under applicable law.

Representations, Warranties and Indemnification

Each party represents and warrants that it has full power and authority to enter into and perform this Withdrawal Certificate, that the person executing this Certificate on its behalf is duly authorized, and that the execution and performance will not violate any agreement or law. The Withdrawing Party shall indemnify and hold harmless the Receiving Party from and against all claims, losses, liabilities, and expenses arising from any breach of these representations or any undisclosed obligations related to the withdrawn scope, except to the extent caused by the Receiving Party's gross negligence or willful misconduct.

Governing Law

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

Entire Agreement

This Withdrawal Certificate, together with any written exhibits or schedules attached hereto and any portions of the Prior Agreement expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and communications, whether written or oral, relating to such subject matter. No amendment or waiver of any provision of this Certificate shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

If any provision of this Certificate is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of that right. Notices required by this Certificate shall be in writing and delivered to the addresses set forth above or such other addresses as a party may designate in writing.

Acknowledgement

The undersigned hereby certifies under penalty of perjury that they are authorized to execute this Withdrawal Certificate on behalf of the named party, that the statements herein are true and correct to the best of their knowledge, and that the Withdrawing Party releases and discharges the Receiving Party from any further liability with respect to the withdrawn matters except as expressly reserved.

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