Business Anomaly Documentation

BUSINESS ANOMALY DOCUMENTATION AND SERVICE AGREEMENT

This Business Anomaly Documentation and Service Agreement (the Agreement) is entered into by the parties identified below as of the Effective Date set forth herein.

Parties

Recitals

WHEREAS, Reporting Party operates business activities and systems for which accurate operational and financial records are material to its business operations; and

WHEREAS, an anomaly has been detected that may affect one or more business processes, financial records or information systems (the Anomaly); and

WHEREAS, Service Provider is engaged to document, investigate, remediate, and report on the Anomaly under the terms set forth in this Agreement.

Incident Identification

Incident Reference Number:

Date of Anomaly:    Time of Anomaly:

Severity Level: Low Moderate High Critical

Scope of Work

Service Provider shall provide investigation, documentation, remediation planning and status reporting services necessary to identify root cause, quantify impact, and propose corrective actions as described below.

Impact Assessment

Root Cause Analysis and Remediation

Responsible Contact:    Contact Email:

Payment Terms

As consideration for the services described in this Agreement, Reporting Party shall pay Service Provider in accordance with the following terms.

Late Payment: Payment not received within days of invoiced due date shall incur a late fee of per month (or the maximum permitted by law, if less).

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within days after written notice of such breach.

Confidentiality

Each party (Recipient) will hold in strict confidence and will not disclose to any third party any Confidential Information of the other party (Discloser). "Confidential Information" means non-public business, technical, financial or operational information disclosed in connection with this Agreement. Recipient shall use Confidential Information solely for the purposes of performing or receiving the services under this Agreement, shall restrict access to those employees and agents who have a need to know, and shall apply at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

Confidential Information shall not include information that is: (a) publicly known through no breach of this Agreement by Recipient; (b) rightfully received from a third party without restriction; (c) independently developed by Recipient without use of Discloser's Confidential Information; or (d) required to be disclosed by law or by a binding order of a court or regulatory authority, provided Recipient gives Discloser prompt written notice and cooperates in any effort to limit or contest such disclosure.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below, without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve disputes promptly by negotiation between senior representatives. If negotiation fails, the parties may pursue any available legal or equitable remedies.

Governing Jurisdiction:

Representations; Warranties; Risk Allocation

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards. Except as expressly provided in this Agreement, neither party makes any other warranty, express or implied.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Certification

The undersigned certify that the information contained in this Business Anomaly Documentation is true and accurate to the best of their knowledge, that they are authorized to execute this Agreement on behalf of the respective party, and that they will comply with the obligations set forth herein.

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