Business Ethical Procedures Template

BUSINESS ETHICAL PROCEDURES TEMPLATE

Effective Date:

RECITALS

WHEREAS, Company Name: operates a business engaged in activities that require documented ethical procedures to ensure compliance with applicable laws and industry standards; and

WHEREAS, Contractor / Partner Name: possesses expertise in the development, implementation, and monitoring of corporate ethical policies and procedures; and

WHEREAS, the parties desire to set forth the scope, terms and conditions under which Contractor will assist Company in preparing and implementing the Business Ethical Procedures described in this Agreement.

SCOPE OF WORK

Contractor will develop, document and assist in implementing the Company's Business Ethical Procedures, including compliance policies, reporting mechanisms, training protocols, investigation procedures, and remedial actions. Specific deliverables and milestones are described below.

PAYMENT TERMS

Company shall pay Contractor for services rendered according to the following terms.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice provided at least days prior to the effective termination date. Termination for material breach may be immediate where the breaching party fails to cure a breach within 15 days after receipt of written notice specifying the breach, or immediately if the breach involves willful misconduct or an intentional violation of law or Company policy.

CONFIDENTIALITY

Each party acknowledges that in performing its obligations it will have access to confidential, proprietary or sensitive information of the other party. "Confidential Information" includes, without limitation, business processes, ethics investigations, training materials, trade secrets, client lists, pricing, internal communications, and any information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (i) use Confidential Information solely for the purposes of performing under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) not disclose Confidential Information to third parties except to employees, officers, agents, or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination for a period of years, unless a longer period is required by law.

REPRESENTATIONS, WARRANTIES & COMPLIANCE

Each party represents and warrants that it has full corporate or organizational authority to enter into this Agreement and that its performance will comply with all applicable laws, regulations and professional standards. Contractor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

The parties shall cooperate in good faith to address any reports of unethical conduct and shall maintain accurate records of investigations and remedial actions as required by applicable law and Company policy.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any schedules and attachments executed by the parties, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No modification, amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Company may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control. If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect, and the parties shall negotiate in good faith a substitute valid and enforceable provision that most nearly reflects the parties' original intent.

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