Business CIU Document

Business CIU Document

This Business CIU Document ("Agreement") is entered into as of by and between Client Name: whose principal place of business is , and Service Provider Name: whose principal place of business is .

WHEREAS

WHEREAS, Client desires to retain Provider to perform certain compliance, investigation and utilization services described herein (the "Services") for the purpose of improving internal controls, regulatory compliance, or business processes as further set forth below;

WHEREAS, Provider represents that it has the necessary expertise, personnel and resources to perform the Services in accordance with professional standards applicable to the industry and to Client's reasonable specifications;

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will provide the Services and Client will compensate Provider.

Scope of Work

Provider shall perform the Services described above in a professional and workmanlike manner consistent with prevailing industry standards. Any change to the Scope of Work must be documented in a written change order signed by authorized representatives of both parties.

Payment Terms

Invoices issued by Provider shall be payable by Client within the number of days indicated above from the date of invoice. Client shall make payments to the remittance address or account designated by Provider on the invoice.

Any amounts not paid when due shall accrue interest at the late fee rate specified above, or the highest rate permitted by applicable law, whichever is lower. Client is also responsible for reasonable costs of collection, including attorneys' fees and expenses.

Term and Termination

This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for convenience upon providing the notice period specified above. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed through the effective date of termination and any non-cancellable commitments reasonably incurred by Provider.

Confidentiality

"Confidential Information" means all non-public information disclosed by a party (the Disclosing Party) to the other party (the Receiving Party) relating to business operations, processes, methodologies, trade secrets, client information, financial data, and other proprietary materials. The Receiving Party shall (a) maintain Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by obligations of confidentiality no less restrictive than those contained herein.

Confidentiality obligations shall survive termination or expiration of this Agreement for the period specified above. Confidential Information does not include information that is or becomes generally available to the public other than as a result of a breach of this Agreement, was already in the Receiving Party's lawful possession prior to disclosure, or is required to be disclosed by law or valid legal process (provided the Disclosing Party is given prompt notice and an opportunity to seek protective relief).

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law principles. The parties agree that the state and federal courts located in the chosen jurisdiction shall have exclusive jurisdiction over any dispute arising under this Agreement, subject to any alternative dispute resolution provisions agreed in writing.

Entire Agreement

This Agreement, together with any exhibits, attachments or signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses specified above by hand delivery, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

Representations and Remedies

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Except as expressly provided in this Agreement, neither party makes any warranties, express or implied, and the sole remedies for breach shall be as set forth in this Agreement or as otherwise available at law or equity.

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