Business Compliance Bundle

Business Compliance Bundle — Service Agreement

Parties and Effective Date

Effective Date: .

Recitals

WHEREAS, the Service Provider is in the business of providing corporate compliance services, including regulatory filings, policy development, and training; and

WHEREAS, the Client desires to retain the Service Provider to perform the services described in this Agreement and the Service Provider agrees to perform such services under the terms and conditions set forth below;

WHEREAS, the parties intend that this Agreement set forth the full scope of services, payment terms, and compliance obligations for the Business Compliance Bundle.

Scope of Work

The Service Provider will perform the services described below in accordance with the schedule and standards set forth in this Agreement. Specific deliverables, milestones, and acceptance criteria are set forth in the Scope of Work field and any attachments incorporated by reference.

Annual corporate filings and maintenance
Policy and procedure drafting and review
Employee compliance training and materials
Regulatory monitoring and advisory services
Ad hoc compliance consultations and support

Payment Terms

In consideration for the services performed, the Client shall pay the Service Provider in accordance with the terms set forth below. All payments shall be in lawful currency of the United States unless otherwise agreed in writing.

Interest on overdue amounts shall accrue at the lesser of (a) or (b) the maximum rate permitted by applicable law. The Client shall also pay reasonable collection costs.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence all non-public business, financial, technical or other confidential information of the other party (the "Disclosing Party"). Confidential Information shall not include information that (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was known to the Receiving Party prior to disclosure as shown by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to those employees, contractors or agents who need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) take reasonable measures to protect such Confidential Information from unauthorized disclosure. Upon termination, the Receiving Party shall return or destroy Disclosing Party materials containing Confidential Information upon written request.

Compliance, Representations and Indemnity

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The Service Provider represents that its services will be performed in a professional and workmanlike manner consistent with industry standards.

Indemnity: The Client shall indemnify, defend and hold harmless the Service Provider from and against any third-party claims, liabilities or expenses arising from Client's failure to comply with applicable law, willful misconduct, or material misrepresentations. The Service Provider shall indemnify the Client for claims arising from gross negligence or willful misconduct in the performance of the services.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct or indemnity obligations, neither party's aggregate liability arising out of this Agreement shall exceed the total fees paid by the Client to the Service Provider under this Agreement during the twelve (12) months 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 its conflicts of law principles. The parties shall first attempt to resolve disputes through good-faith negotiation. If unresolved, disputes shall be resolved by binding arbitration or in a court of competent jurisdiction as selected below by the parties.

Arbitration    Court of competent jurisdiction

Entire Agreement; Amendments

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

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee agrees in writing to be bound by this Agreement.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party provides in writing to the other. Notices are effective upon receipt.

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