Business Practice Policy

BUSINESS PRACTICE POLICY

This Business Practice Policy ("Policy") is entered into by the parties identified below and sets forth mandatory standards, responsibilities and procedures governing business conduct, recordkeeping, confidentiality, compliance and the provision of services or products under any related commercial arrangement.

WHEREAS

WHEREAS, Company Name: is engaged in the business of providing goods and/or services and maintains standards for ethical, compliant business practices; and

WHEREAS, Business Partner Name: desires to do business with Company and agrees to adhere to the terms of this Policy in connection with such business dealings; and

WHEREAS, the parties intend for this Policy to establish minimum standards for conduct, payment, confidentiality, reporting, and compliance, and to provide remedies for breach.

SCOPE OF WORK

BUSINESS CONDUCT AND COMPLIANCE

The parties shall conduct all activities in compliance with applicable law and industry standards. No party, nor any of its employees, agents, contractors or affiliates, shall offer, promise, authorize or give any improper payment, gift, facilitation, or thing of value to any public official, customer, vendor, or third party to obtain or retain business or influence any decision. Each party shall implement reasonable procedures to prevent and detect bribery, corruption, fraud and similar misconduct.

CONFLICTS OF INTEREST

Each party agrees to disclose promptly any actual or potential conflict of interest that may impair independence, objectivity or performance under this Policy. Failure to disclose a conflict of interest constitutes a material breach and may result in corrective measures, up to termination under the Term and Termination provisions below.

PAYMENT TERMS

TERM AND TERMINATION

This Policy shall commence on Effective Date: and shall continue until End Date: unless earlier terminated in accordance with this Policy.

Either party may terminate this Policy immediately upon written notice if the other party breaches any material obligation hereunder and fails to cure such breach within the notice period set forth above, or immediately for cause where cure would be impracticable.

CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by one party to the other that is marked confidential or that, by its nature or the circumstances of disclosure, should reasonably be treated as confidential. Each receiving party shall: (a) use Confidential Information solely for the purposes permitted by this Policy; (b) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except as permitted under this Policy or required by law. Confidentiality obligations shall survive termination or expiration of this Policy for a period of five (5) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

RECORDKEEPING AND AUDIT

Each party shall maintain complete, accurate and contemporaneous books and records relating to performance under this Policy for a minimum of five (5) years following the date of performance. Upon reasonable notice, the disclosing party may audit relevant records for the purpose of verifying compliance; the receiving party shall reasonably cooperate with such audits. If an audit reveals a material noncompliance that results in overpayment, the receiving party shall reimburse the disclosing party for the amount of overpayment plus interest at the rate set forth in the Payment Terms.

REPORTING AND WHISTLEBLOWER PROTECTIONS

Parties shall establish and maintain mechanisms for reporting suspected violations of law or this Policy. Reports may be made confidentially and, where permitted, anonymously. Retaliation against any individual who, in good faith, reports a suspected violation or cooperates with an investigation is strictly prohibited and will result in disciplinary action.

TRAINING AND COMPLIANCE PROGRAMS

Parties agree to implement and maintain reasonable policies, procedures and training necessary to effectuate the obligations set forth in this Policy, including periodic employee training, due diligence on third parties, and internal controls appropriate to the scale and risk profile of the activities conducted.

REMEDIES; INDEMNIFICATION

Breach of this Policy shall entitle the non-breaching party to all remedies available at law and in equity, including injunctive relief. Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, costs and expenses arising from a breach of this Policy, including reasonable attorneys' fees.

GOVERNING LAW; DISPUTE RESOLUTION

This Policy shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflict of law principles. The parties shall first attempt to resolve disputes in good faith; unresolved disputes may be resolved by binding arbitration or in a court of competent jurisdiction as elected by the non-breaching party.

SEVERABILITY; ENTIRE AGREEMENT; AMENDMENT

If any provision of this Policy is held invalid or unenforceable, the remaining provisions will remain in full force and effect. This Policy, together with any documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior understandings. This Policy may be amended only by a written instrument signed by authorized representatives of both parties.

ACKNOWLEDGEMENT

Each party acknowledges that it has read and understands this Policy, has the authority to bind the party, and agrees to comply with and enforce the terms contained herein.

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