Business Compliance Documents

BUSINESS COMPLIANCE DOCUMENTS

Client Name:    Provider Name:

RECITALS

WHEREAS, Client is engaged in lawful business operations and requires preparation, assembly, and maintenance of records, certificates, permits and policies necessary to demonstrate regulatory and contractual compliance; and

WHEREAS, Provider represents that it possesses the training, experience and resources to prepare, review and deliver business compliance documents, to advise Client regarding applicable regulatory and contractual obligations, and to maintain records in accordance with industry practice and applicable law; and

WHEREAS, the parties desire to set forth the terms under which Provider will deliver and, where elected, maintain or update compliance documents for Client.

SCOPE OF WORK

Deliverables to be provided by Provider include without limitation initial document assembly, formalized certificates where required, written policies, a compliance checklist and a written summary of material regulatory deadlines. Provider will exercise commercially reasonable efforts to ensure accuracy but will not be responsible for facts furnished by Client.

DELIVERABLES CHECKLIST

The parties acknowledge the following compliance documents are included or will be prepared as part of the Scope of Work (check boxes to confirm inclusion):

Business license or registration

Tax registration certificates (state and local)

Commercial insurance certificate(s)

Employment policies and handbooks

Data processing and privacy documentation

PAYMENT TERMS

Client shall pay Provider the total fee of $ for the deliverables described above, subject to the schedule below.

Invoices are payable within days of invoice date. Late payments shall accrue interest at on the outstanding balance, and Client shall reimburse Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment.

TERM AND TERMINATION

This Agreement commences on the Effective Date: and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon written notice delivered at least days prior to termination. Either party may terminate immediately for material breach by the other party if the breach remains uncured for a period of 15 days following written notice specifying the breach. Termination does not relieve Client of its obligation to pay for services performed and deliverables provided through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, including business records, compliance documents, policies, procedures, trade secrets and customer data. Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; and (c) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Confidentiality obligations do not apply to information that: (i) was rightfully known to Recipient prior to disclosure; (ii) becomes generally available to the public through no fault of Recipient; (iii) is rightfully received from a third party without restriction; or (iv) is required to be disclosed by law, provided Recipient gives prompt written notice to Discloser and cooperates with reasonable efforts to obtain a protective order or other remedy.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents that it has the full power and authority to enter into this Agreement. Provider represents that services will be performed in a professional manner consistent with generally accepted industry standards. Client represents that it will provide accurate and complete information necessary for Provider to perform. Each party shall indemnify, defend and hold harmless the other against third-party claims arising from the indemnifying party's negligence, willful misconduct, or breach of this Agreement; provided that the indemnified party provides prompt notice and sole control of the defense to the indemnifying party.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles. Exclusive venue for any action arising under this Agreement shall be in the state or federal courts located in that State.

ENTIRE AGREEMENT

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

NOTICES

Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, to the addresses provided above or to such other address as a party may designate by written notice.

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