Business Control Points

Business Control Points

Parties

Recitals

WHEREAS, Company Name: requires the establishment and documentation of defined operational control points to manage business risk, quality, and compliance with applicable policies;

WHEREAS, Service Provider Name: has represented that it will design, implement and monitor such control points in accordance with this Agreement;

NOW, THEREFORE, effective as of Effective Date: , , the parties agree as follows.

Scope of Work

The Service Provider shall identify, document, implement and monitor Business Control Points as set out below. These activities shall include assignment of ownership, frequency of monitoring, acceptable thresholds, monitoring methods, reporting cadence, and corrective actions required for each control point.

Business Control Points — Catalog

The parties shall use the catalog below to record up to six (6) control points. Each control point entry must include a clear description, assigned owner, monitoring frequency, monitoring method, acceptance criteria, and corrective action steps.

Payment Terms

Invoicing and Payment: Service Provider shall submit invoices itemizing completed deliverables and control point reports. Payment is due within Payment Due Days: days of invoice receipt unless otherwise specified in a milestone schedule above.

Term and Termination

Term: This Agreement shall commence on Start Date: , and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice delivered at least Notice Period (days): days prior to the intended termination date.

Termination for Cause: Either party may terminate immediately if the other party materially breaches any material obligation under this Agreement and fails to cure such breach within Cure Period (days): days after written notice describing the breach.

Confidentiality

Each party shall maintain the confidentiality of Confidential Information disclosed by the other party, shall not disclose such information to third parties except as permitted herein and shall use such information solely for the performance of this Agreement. "Confidential Information" excludes information that is (i) generally available to the public other than by breach of this Agreement; (ii) already in the receiving party's legitimate possession; (iii) rightfully received from a third party without restriction; or (iv) independently developed without the use of Confidential Information.

Obligations: Receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care; (b) limit access to employees, contractors or agents who have a need to know and who are bound to confidentiality obligations at least as protective as those herein.

By checking this box, the signatory acknowledges the confidentiality obligations set forth above and agrees to be bound by them.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Jurisdiction: , without regard to its conflicts of law rules. The parties agree to attempt in good faith to resolve disputes by negotiation and, if unresolved, by binding arbitration or litigation as selected in writing by the parties.

Notices

Representations; Entire Agreement

Each party represents that it has the full right, power and authority to enter into and perform under this Agreement. The person signing on behalf of each party represents that he or she is duly authorized to execute this Agreement on behalf of the party.

Entire Agreement: This Agreement 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 a writing signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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