Business CMP Form

Business CMP Form

Parties and Contact Information

Recitals

WHEREAS, Client Name: desires to establish or enhance a Compliance Management Program ("CMP") to address regulatory, contractual, and internal compliance obligations; and

WHEREAS, Service Provider: represents that it has the expertise, personnel, and resources to design, implement, and maintain the CMP described in this Business CMP Form; and

WHEREAS, the parties wish to set out the scope, payment terms, confidentiality obligations and governing law applicable to the CMP services to be performed under this agreement effective as of Effective Date: .

Scope of Work

Service Provider shall perform the following CMP services for Client. The services shall include the tasks described below and any additional activities mutually agreed in writing by the parties.

Deliverables will be delivered in accordance with the schedule set forth in the scope above and shall include project documentation, training materials, policy templates, monitoring procedures, and an implementation report unless otherwise modified in writing by the parties.

Payment Terms

Client shall pay Service Provider the fees and expenses set forth below for the performance of the CMP services.

All fees are exclusive of taxes and third-party expenses. Client shall reimburse Service Provider for reasonable, preapproved out-of-pocket expenses incurred in connection with performance of the scope.

Term and Termination

This Agreement commences on Start Date: and remains in effect until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than Notice Period (days): days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice of such breach.

Upon termination, Service Provider shall deliver to Client all completed deliverables and any work in progress, and Client shall pay Service Provider for all work performed and reasonable expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that (a) is or becomes publicly known through no breach of this Agreement; (b) was already rightfully in the receiving party's possession; (c) is independently developed without use of or reference to the Confidential Information; or (d) is rightfully obtained from a third party without restriction on disclosure.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to those employees, contractors, or advisors with a legitimate need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. The obligations set forth in this Section shall continue for a period of three (3) years following termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

If a receiving party is legally compelled to disclose Confidential Information, it shall provide the disclosing party prompt written notice (to the extent legally permitted) and reasonably assist the disclosing party in seeking a protective order or confidential treatment.

Indemnification and Liability

Each party shall indemnify and hold harmless the other party from and against third-party claims arising out of the indemnifying party's willful misconduct or gross negligence in performance of its obligations under this Agreement. Except for claims arising from a party's willful misconduct, gross negligence, or breach of confidentiality, neither party's aggregate liability for direct damages arising out of or relating to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Governing Jurisdiction: without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation among senior representatives. If negotiation fails, the parties may pursue any remedy available at law or in equity.

Entire Agreement; Amendments

This Agreement (including all attachments and any statements of work incorporated by reference) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by both parties.

Acknowledgements

Each party represents and warrants that it has the power and authority to enter into this Agreement, that the signatory below is authorized to bind the party, and that this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

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