Business CER Summary

BUSINESS CER SUMMARY

THIS BUSINESS CER SUMMARY (the Agreement) is entered into effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires a Compliance Evaluation and Remediation (CER) analysis to identify regulatory, operational and contractual compliance gaps and recommend prioritized corrective actions; and

WHEREAS, Service Provider has represented that it possesses the requisite expertise to perform the CER and to deliver associated reports, analyses and implementation guidance under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms and other material terms governing the CER engagement.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ . Payment schedule:

Late Payment: Interest shall accrue on amounts unpaid after the due date at a rate of or the maximum allowable by law, whichever is less. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys’ fees.

TERM AND TERMINATION

Term Commencement Date: . Expected Completion Date: .

Either party may terminate this Agreement for material breach if such breach is not cured within days following written notice. Termination for convenience by Client requires days’ prior written notice and payment for services performed through the effective date of termination plus reasonable wind-down costs.

CONFIDENTIALITY

Each party acknowledges that, in connection with this engagement, it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall include non-public business, technical, financial and customer data disclosed in writing, orally or by inspection. Each party shall: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information only for the performance or enforcement of this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who need access to perform the terms of this Agreement and who are bound by confidentiality obligations no less restrictive than those contained herein. Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known prior to disclosure; (iii) is independently developed; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt written notice and cooperates reasonably with any lawful efforts to limit disclosure.

Acknowledgement of Confidentiality: I acknowledge and agree to the confidentiality terms above.

REPRESENTATIONS AND WARRANTIES

Each party represents that it has full power and authority to enter into this Agreement and that the execution and performance of this Agreement will not violate any other agreement or law. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special or consequential damages. The aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the total Fees paid to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt to resolve disputes in good faith through senior-level negotiations for a period of not less than 30 days prior to initiating litigation. If litigation is necessary, the parties submit to the exclusive jurisdiction of the state and federal courts located in the governing state.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices shall be sent to the addresses below. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets. The invalidity of any provision shall not affect the remainder of this Agreement.

ADMINISTRATIVE DETAILS

Final CER    Interim CER    Supplemental

Sign Now