**LOGWORLD SCHEDULE 874 V INSTRUCTIONS FOR NOVATION/NAME CHANGE
AGREEMENTS**

PRIOR TO SUBMITTING A MODIFICATION REQUEST YOU MUST ENSURE THAT YOUR GSA
ADVANTAGE TEXT FILE IS CURRENT (AS OF YOUR LAST CONTRACT MODIFICATION)
OR YOUR MODIFICATION REQUEST MAY BE REJECTED.

NOTE: The "Transferor" is the company who holds the government contract
that needs to be revised (Change of Name Agreement or Novation).
Example: ABC Company is changing its name to (Change of Name Agreement)
or has been bought by XYZ Company (Novation). In this example, the
"Transfer**[or]{.underline}**" is ABC Company and the
"Transfer**[ee]{.underline}**" is the XYZ Company.

**[STEP 1]{.underline}**: DETERMINE THE AGENCY RESPONSBLE FOR EXECUTING
YOUR NOVATION/CHANGE OF NAME AGREEMENTS

If the transferor has contracts with other government agencies in
addition to GSA, then follow the guidance in FAR 42.1202. Example: If
the transferor has contracts with any agencies within the Department of
Defense, then the Defense Contract Management Agency (DCMA) would be
responsible for processing and executing the Novation or Change of Name
Agreement modification. For this example, the transferor would send the
Novation or Change of Name Agreement request to DCMA. If FAR 42.1202 (a)
does not apply, the transferor would send the Novation or Change of Name
Agreement request to the agency responsible for the largest unsettled
(unbilled plus billed but unpaid) dollar balance of contract(s)
obligations as detailed in FAR 42.1202 (b).

If the largest unsettled dollar balance is from task orders utilizing a
GSA schedule(s), then GSA would be the responsible agency and not the
agency who issued the task order. If the transferor has multiple GSA
schedules, the contracting officer for the specific GSA Schedule
contract having the largest unsettled task order dollar balance against
it would be the responsible contracting officer for processing the
Novation or Change of Name Agreement modification.

**[STEP 2]{.underline}**: REQUESTING PROCESSING OF NOVATION/CHANGE OF
NAME AGREEMENT

Use ONE of the two following procedures depending on whether or not GSA
is the agency responsible for processing the Novation/Change of Name
Agreement.

1.  [Requesting GSA to recognize a Novation/Change of Name Agreement
    modification processed by another (non-GSA) agency:]{.underline}
    When the Novation is processed by the responsible non-GSA agency
    (i.e. DCMA), that agency usually sends a copy to each contracting
    officer for the affected contracts. However, to ensure timely
    processing of the recognition of the Novation or Change or Name
    Agreement processed by another non-GSA agency, please submit to the
    GSA Contract Officer(s) by E-mail (preferred), fax or mail the
    following regarding your GSA contract(s):

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a.  Request to recognize the Novation/Change of Name Agreement
    modification processed by the responsible non-GSA agency (i.e.
    DCMA).

b.  The SF-30 signed by the responsible contract officer.

c.  The list of contracts affected (ensure the GSA contract number(s)
    are identified in the list).

d.  A copy of the Novation/Change of Name agreement signed by the
    responsible contracting officer.

e.  Provide items a-d above to the GSA contracting officer(s)
    administering the tranferor's GSA contract(s).

f.  When the GSA contracting officer(s) for the transferor's GSA
    contract(s) receives your request, he or she will need to process a
    modification for that GSA contract to recognize the Novation/Change
    of Name Agreement modification processed by the responsible non-GSA
    agency contracting officer.

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2.  [Requesting GSA to process a Novation/Chage of Name Agreement
    Modification:]{.underline} If GSA is determined to be the
    responsible agency for the initial processing of your
    Novation/Change of Name Agreement modification submit the documents
    required by regulation (FAR 42.1204(e) for Novation or FAR 42.1205
    for Change of Name Agreements). **[Paragraphs a-f above would not
    apply]{.underline}** as GSA would be the responsible agency
    processing the Novation/Change of Name Agreement.

For your convenience, FAR part 42.12 is shown in its entirety below.

NOTE: When sending a request to the agency responsible for processing
the Novation or Change of Name Agreement modification, ensure you
include original signed documents, a list of all government contracts
affected by the change, the Contracting Officer/Administrative
Contracting Officer name, address, telephone number, and E-mail for each
affected government contract

## Subpart 42.12---Novation and Change-of-Name Agreements 

### 42.1200  Scope of subpart. 

This subpart prescribes policies and procedures for---

\(a\) Recognition of a successor in interest to Government contracts
when contractor assets are transferred;

\(b\) Recognition of a change in a contractor's name; and

\(c\) Execution of novation agreements and change-of-name agreements by
the responsible contracting officer.

### 42.1201  \[Reserved\] 

### 42.1202  Responsibility for executing agreements. 

The contracting officer responsible for processing and executing
novation and change-of-name agreements shall be determined as follows:

\(a\) If any of the affected contracts held by the transferor have been
assigned to an administrative contracting officer (ACO) (see 2.1 and
42.202), the responsible contracting officer shall be---

\(1\) This ACO; or

\(2\) The ACO responsible for the corporate office, if affected
contracts are in more than one plant or division of the transferor.

\(b\) If none of the affected contracts held by the transferor have been
assigned to an ACO, the contracting officer responsible for the largest
unsettled (unbilled plus billed but unpaid) dollar balance of contracts
shall be the responsible contracting officer.

\(c\) If several transferors are involved, the responsible contracting
officer shall be---

\(1\) The ACO administering the largest unsettled dollar balance; or

\(2\) The contracting officer (or ACO) designated by the agency having
the largest unsettled dollar balance, if none of the affected contracts
have been assigned to an ACO.

### 42.1203  Processing agreements. 

\(a\) If a contractor wishes the Government to recognize a successor in
interest to its contracts or a name change, the contractor must submit a
written request to the responsible contracting officer (see 42.1202). If
the contractor received its contract under Subpart 8.7 under the
Javits-Wagner-O'Day Act, use the procedures at 8.716 instead.

\(b\) The responsible contracting officer shall---

\(1\) Identify and request that the contractor submit the information
necessary to evaluate the proposed agreement for recognizing a successor
in interest or a name change. This information should include the items
identified in 42.1204 (e) and (f) or 42.1205(a), as applicable;

\(2\) Notify each contract administration office and contracting office
affected by a proposed agreement for recognizing a successor in
interest, and provide those offices with a list of all affected
contracts; and

\(3\) Request submission of any comments or objections to the proposed
transfer within 30 days after notification. Any submission should be
accompanied by supporting documentation.

\(c\) Upon receipt of the necessary information, the responsible
contracting officer shall determine whether or not it is in the
Government's interest to recognize the proposed successor in interest on
the basis of---

\(1\) The comments received from the affected contract administration
offices and contracting offices;

\(2\) The proposed successor's responsibility under Subpart 9.1,
Responsible Prospective Contractors; and

\(3\) Any factor relating to the proposed successor's performance of
contracts with the Government that the Government determines would
impair the proposed successor's ability to perform the contract
satisfactorily.

\(d\) The execution of a novation agreement does not preclude the use of
any other method available to the contracting officer to resolve any
other issues related to a transfer of contractor assets, including the
treatment of costs.

\(e\) Any separate agreement between the transferor and transferee
regarding the assumption of liabilities (*e.g., *long-term incentive
compensation plans, cost accounting standards noncompliances,
environmental cleanup costs, and final overhead costs) should be
referenced specifically in the novation agreement.

\(f\) Before novation and change-of-name agreements are executed, the
responsible contracting officer shall ensure that Government counsel has
reviewed them for legal sufficiency.

\(g\) The responsible contracting officer shall---

\(1\) Forward a signed copy of the executed novation or change-of-name
agreement to the transferor and to the transferee; and

\(2\) Retain a signed copy in the case file.

\(h\) Following distribution of the agreement, the responsible
contracting officer shall---

\(1\) Prepare a Standard Form 30, Amendment of Solicitation/Modification
of Contract, incorporating a summary of the agreement and attaching a
complete list of contracts affected;

\(2\) Retain the original Standard Form 30 with the attached list in the
case file;

\(3\) Send a signed copy of the Standard Form 30, with attached list to
the transferor and to the transferee; and

\(4\) Send a copy of this Standard Form 30 with attached list to each
contract administration office or contracting office involved, which
shall be responsible for further appropriate distribution.

### 42.1204  Applicability of novation agreements. 

\(a\) 41 U.S.C. 15 prohibits transfer of Government contracts from the
contractor to a third party. The Government may, when in its interest,
recognize a third party as the successor in interest to a Government
contract when the third party's interest in the contract arises out of
the transfer of---

\(1\) All the contractor's assets; or

\(2\) The entire portion of the assets involved in performing the
contract. (See 14.404-2(l) for the effect of novation agreements after
bid opening but before award.) Examples of such transactions include,
but are not limited to---

\(i\) Sale of these assets with a provision for assuming liabilities;

\(ii\) Transfer of these assets incident to a merger or corporate
consolidation; and

\(iii\) Incorporation of a proprietorship or partnership, or formation
of a partnership.

\(b\) A novation agreement is unnecessary when there is a change in the
ownership of a contractor as a result of a stock purchase, with no legal
change in the contracting party, and when that contracting party remains
in control of the assets and is the party performing the contract.
However, whether there is a purchase of assets or a stock purchase,
there may be issues related to the change in ownership that
appropriately should be addressed in a formal agreement between the
contractor and the Government (see 42.1203(e)).

\(c\) When it is in the Government's interest not to concur in the
transfer of a contract from one company to another company, the original
contractor remains under contractual obligation to the Government, and
the contract may be terminated for reasons of default, should the
original contractor not perform.

\(d\) When considering whether to recognize a third party as a successor
in interest to Government contracts, the responsible contracting officer
shall identify and evaluate any significant organizational conflicts of
interest in accordance with Subpart 9.5. If the responsible contracting
officer determines that a conflict of interest cannot be resolved, but
that it is in the best interest of the Government to approve the
novation request, a request for a waiver may be submitted in accordance
with the procedures at 9.503.

\(e\) When a contractor asks the Government to recognize a successor in
interest, the contractor shall submit to the responsible contracting
officer three signed copies of the proposed novation agreement and one
copy each, as applicable, of the following:

\(1\) The document describing the proposed transaction,
*e.g., *purchase/sale agreement or memorandum of understanding.

\(2\) A list of all affected contracts between the transferor and the
Government, as of the date of sale or transfer of assets, showing for
each, as of that date, the---

\(i\) Contract number and type;

\(ii\) Name and address of the contracting office;

\(iii\) Total dollar value, as amended; and

\(iv\) Approximate remaining unpaid balance.

\(3\) Evidence of the transferee's capability to perform.

\(4\) Any other relevant information requested by the responsible
contracting officer.

\(f\) Except as provided in paragraph (g) of this section, the
contractor shall submit to the responsible contracting officer one copy
of each of the following documents, as applicable, as the documents
become available:

\(1\) An authenticated copy of the instrument effecting the transfer of
assets; *e.g., *bill of sale, certificate of merger, contract, deed,
agreement, or court decree.

\(2\) A certified copy of each resolution of the corporate parties'
boards of directors authorizing the transfer of assets.

\(3\) A certified copy of the minutes of each corporate party's
stockholder meeting necessary to approve the transfer of assets.

\(4\) An authenticated copy of the transferee's certificate and articles
of incorporation, if a corporation was formed for the purpose of
receiving the assets involved in performing the Government contracts.

\(5\) The opinion of legal counsel for the transferor and transferee
stating that the transfer was properly effected under applicable law and
the effective date of transfer.

\(6\) Balance sheets of the transferor and transferee as of the dates
immediately before and after the transfer of assets, audited by
independent accountants.

\(7\) Evidence that any security clearance requirements have been met.

\(8\) The consent of sureties on all contracts listed under
paragraph (e)(2) of this section if bonds are required, or a statement
from the transferor that none are required.

\(g\) If the Government has acquired the documents during its
participation in the pre-merger or pre-acquisition review process, or
the Government's interests are adequately protected with an alternative
formulation of the information, the responsible contracting officer may
modify the list of documents to be submitted by the contractor.

\(h\) When recognizing a successor in interest to a Government contract
is consistent with the Government's interest, the responsible
contracting officer shall execute a novation agreement with the
transferor and the transferee. It shall ordinarily provide in part
that---

\(1\) The transferee assumes all the transferor's obligations under the
contract;

\(2\) The transferor waives all rights under the contract against the
Government;

\(3\) The transferor guarantees performance of the contract by the
transferee (a satisfactory performance bond may be accepted instead of
the guarantee); and

\(4\) Nothing in the agreement shall relieve the transferor or
transferee from compliance with any Federal law.

\(i\) The responsible contracting officer shall use the following format
for agreements when the transferor and transferee are corporations and
all the transferor's assets are transferred. This format may be adapted
to fit specific cases and may be used as a guide in preparing similar
agreements for other situations.

Novation Agreement

The ABC Corporation (Transferor), a corporation duly organized and
existing under the laws of \_\_\_\_\_\_\_\_\_\_ \[*insert State*\] with
its principal office in \_\_\_\_\_\_\_\_\_\_\_\_ \[*insert city*\]; the
XYZ Corporation (Transferee), \[*if appropriate add "formerly known as
the EFG Corporation"*\] a corporation duly organized and existing under
the laws of \_\_\_\_\_\_\_\_\_ \[*insert State*\] with its principal
office in \_\_\_\_\_\_\_\_\_\_\_\_ \[*insert city*\]; and the United
States of America (Government) enter into this Agreement as of
\_\_\_\_\_\_\_\_\_\_\_\_ \[*insert the date transfer of assets became
effective under applicable State law*\].

\(a\) The parties agree to the following facts:

\(1\) The Government, represented by various Contracting Officers of the
\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \[*insert name(s) of agency(ies)*\], has
entered into certain contracts with the Transferor, namely:
\_\_\_\_\_\_\_\_\_\_\_\_ \[*insert contract or purchase order
identifications*\]; \[*or delete "namely" and insert "as shown in the
attached list marked 'Exhibit A' and incorporated in this Agreement by
reference."*\]. The term "the contracts," as used in this Agreement,
means the above contracts and purchase orders and all other contracts
and purchase orders, including all modifications, made between the
Government and the Transferor before the effective date of this
Agreement (whether or not performance and payment have been completed
and releases executed if the Government or the Transferor has any
remaining rights, duties, or obligations under these contracts and
purchase orders). Included in the term "the contracts" are also all
modifications made under the terms and conditions of these contracts and
purchase orders between the Government and the Transferee, on or after
the effective date of this Agreement.

\(2\) As of \_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_\_, the Transferor has
transferred to the Transferee all the assets of the Transferor by virtue
of a \_\_\_\_\_\_\_\_\_\_ \[*insert term descriptive of the legal
transaction involved*\] between the Transferor and the Transferee.

\(3\) The Transferee has acquired all the assets of the Transferor by
virtue of the above transfer.

\(4\) The Transferee has assumed all obligations and liabilities of the
Transferor under the contracts by virtue of the above transfer.

\(5\) The Transferee is in a position to fully perform all obligations
that may exist under the contracts.

\(6\) It is consistent with the Government's interest to recognize the
Transferee as the successor party to the contracts.

\(7\) Evidence of the above transfer has been filed with the Government.
\[*When a change of name is also involved; e.g., a prior or concurrent
change of the Transferee's name, an appropriate statement shall be
inserted (see example in paragraph (8) of this Agreement)*\].

\(8\) A certificate dated \_\_\_\_\_\_\_\_\_, 20\_\_\_, signed by the
Secretary of State of \_\_\_\_\_\_\_\_\_\_\_ \[*insert State*\], to the
effect that the corporate name of EFG Corporation was changed to XYZ
Corporation on \_\_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_, has been filed with
the Government.

\(b\) In consideration of these facts, the parties agree that by this
Agreement---

\(1\) The Transferor confirms the transfer to the Transferee, and waives
any claims and rights against the Government that it now has or may have
in the future in connection with the contracts.

\(2\) The Transferee agrees to be bound by and to perform each contract
in accordance with the conditions contained in the contracts. The
Transferee also assumes all obligations and liabilities of, and all
claims against, the Transferor under the contracts as if the Transferee
were the original party to the contracts.

\(3\) The Transferee ratifies all previous actions taken by the
Transferor with respect to the contracts, with the same force and effect
as if the action had been taken by the Transferee.

\(4\) The Government recognizes the Transferee as the Transferor's
successor in interest in and to the contracts. The Transferee by this
Agreement becomes entitled to all rights, titles, and interests of the
Transferor in and to the contracts as if the Transferee were the
original party to the contracts. Following the effective date of this
Agreement, the term "Contractor," as used in the contracts, shall refer
to the Transferee.

\(5\) Except as expressly provided in this Agreement, nothing in it
shall be construed as a waiver of any rights of the Government against
the Transferor.

\(6\) All payments and reimbursements previously made by the Government
to the Transferor, and all other previous actions taken by the
Government under the contracts, shall be considered to have discharged
those parts of the Government's obligations under the contracts. All
payments and reimbursements made by the Government after the date of
this Agreement in the name of or to the Transferor shall have the same
force and effect as if made to the Transferee, and shall constitute a
complete discharge of the Government's obligations under the contracts,
to the extent of the amounts paid or reimbursed.

\(7\) The Transferor and the Transferee agree that the Government is not
obligated to pay or reimburse either of them for, or otherwise give
effect to, any costs, taxes, or other expenses, or any related
increases, directly or indirectly arising out of or resulting from the
transfer or this Agreement, other than those that the Government in the
absence of this transfer or Agreement would have been obligated to pay
or reimburse under the terms of the contracts.

\(8\) The Transferor guarantees payment of all liabilities and the
performance of all obligations that the Transferee---

\(i\) Assumes under this Agreement; or

\(ii\) May undertake in the future should these contracts be modified
under their terms and conditions. The Transferor waives notice of, and
consents to, any such future modifications.

\(9\) The contracts shall remain in full force and effect, except as
modified by this Agreement. Each party has executed this Agreement as of
the day and year first above written.

United States of America,

By
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

ABC Corporation,

By
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\[*Corporate Seal*\]

XYZ Corporation,

By
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\[*Corporate Seal*\]

Certificate

I, \_\_\_\_\_\_\_\_\_\_\_, certify that I am the Secretary of ABC
Corporation, that \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, who signed this
Agreement for this corporation, was then \_\_\_\_\_\_\_\_\_\_\_\_\_ of
this corporation; and that this Agreement was duly signed for and on
behalf of this corporation by authority of its governing body and within
the scope of its corporate powers. Witness my hand and the seal of this
corporation this day of \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ 20 \_\_\_.

By
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\[*Corporate Seal*\]

Certificate

I, \_\_\_\_\_\_\_\_\_\_\_\_, certify that I am the Secretary of XYZ
Corporation, that \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, who signed this
Agreement for this corporation, was then \_\_\_\_\_\_\_\_\_\_\_\_\_ of
this corporation; and that this Agreement was duly signed for and on
behalf of this corporation by authority of its governing body and within
the scope of its corporate powers. Witness my hand and the seal of this
corporation this day of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_20\_\_\_.

By
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\[*Corporate Seal*\]

### 42.1205  Agreement to recognize contractor's change of name. 

\(a\) If only a change of the contractor's name is involved and the
Government's and contractor's rights and obligations remain unaffected,
the parties shall execute an agreement to reflect the name change. The
contractor shall forward to the responsible contracting officer three
signed copies of the Change-of-Name Agreement, and one copy each of the
following:

\(1\) The document effecting the name change, authenticated by a proper
official of the State having jurisdiction.

\(2\) The opinion of the contractor's legal counsel stating that the
change of name was properly effected under applicable law and showing
the effective date.

\(3\) A list of all affected contracts and purchase orders remaining
unsettled between the contractor and the Government, showing for each
the contract number and type, and name and address of the contracting
office. The contracting officer may request the total dollar value as
amended and the remaining unpaid balance for each contract.

\(b\) The following suggested format for an agreement may be adapted for
specific cases:

Change-of-Name Agreement

The ABC Corporation (Contractor), a corporation duly organized and
existing under the laws of \_\_\_\_\_\_\_\_\_\_ \[*insert State*\], and
the United States of America (Government), enter into this Agreement as
of \_\_\_\_\_\_\_\_\_\_ \[*insert date when the change of name became
effective under applicable State law*\].

\(a\) The parties agree to the following facts:

\(1\) The Government, represented by various Contracting Officers of the
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \[*insert name(s) of agency(ies)*\], has
entered into certain contracts and purchase orders with the XYZ
Corporation, namely: \_\_\_\_\_\_\_\_\_\_\_\_ \[*insert contract or
purchase order identifications*\]; \[*or delete "namely" and insert "as
shown in the attached list marked "Exhibit A" and incorporated in this
Agreement by reference."*\]. The term "the contracts," as used in this
Agreement, means the above contracts and purchase orders and all other
contracts and purchase orders, including all modifications, made by the
Government and the Contractor before the effective date of this
Agreement (whether or not performance and payment have been completed
and releases executed if the Government or the Contractor has any
remaining rights, duties, or obligations under these contracts and
purchase orders).

\(2\) The XYZ Corporation, by an amendment to its certificate of
incorporation, dated \_\_\_\_\_\_\_\_\_ 20\_\_\_, has changed its
corporate name to ABC Corporation.

\(3\) This amendment accomplishes a change of corporate name only and
all rights and obligations of the Government and of the Contractor under
the contracts are unaffected by this change.

\(4\) Documentary evidence of this change of corporate name has been
filed with the Government.

\(b\) In consideration of these facts, the parties agree that---

\(1\) The contracts covered by this Agreement are amended by
substituting the name "ABC Corporation" for the name "XYZ Corporation"
wherever it appears in the contracts; and

\(2\) Each party has executed this Agreement as of the day and year
first above written.

United States of America,

By
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

ABC Corporation,

By
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\[*Corporate Seal*\]

Certificate

I, \_\_\_\_\_\_\_\_\_\_\_, certify that I am the Secretary of ABC
Corporation; that \_\_\_\_\_\_\_\_\_\_\_, who signed this Agreement for
this corporation, was then \_\_\_\_\_\_\_\_\_\_\_\_\_ of this
corporation; and that this Agreement was duly signed for and on behalf
of this corporation by authority of its governing body and within the
scope of its corporate powers. Witness my hand and the seal of this
corporation this \_\_\_\_\_\_\_\_ day of \_\_\_\_\_\_\_\_\_\_\_\_
20\_\_\_.

By
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\[*Corporate Seal*\]