Business Process FSCA

BUSINESS PROCESS FSCA

This Business Process FSCA (the Agreement) is entered into as of Effective Date: by and between:

PARTIES

Client Name:

Client Address:

Provider Name:

Provider Address:

RECITALS

WHEREAS, Client requires the design, documentation, and implementation of certain business processes and related controls described herein to achieve compliance and operational objectives; and

WHEREAS, Provider represents that it has the expertise, personnel, and systems necessary to perform the services described in this Agreement and will apply industry-standard methodologies, controls, and documentation consistent with accepted practice; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform services for Client as further described in this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Total Fee (USD):

Late Payment Fee: per month on overdue amounts, compounded monthly.

All fees are exclusive of applicable taxes. Client will reimburse Provider for reasonable, preapproved out-of-pocket expenses incurred in performance of the services upon submission of supporting documentation.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice at least days prior to the intended termination date. Termination for cause may be effected immediately upon written notice if a material breach is not cured within thirty (30) days following written notice specifying the breach.

Upon termination, Provider shall deliver to Client all work in progress and final deliverables for which Client has paid and Client shall pay any undisputed fees and reimbursable expenses accrued through the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) shall maintain in confidence all non-public, proprietary, or confidential information disclosed by the other party (the Disclosing Party) that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) is rightfully received from a third party without restriction and without breach of a confidentiality obligation; or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party will use Confidential Information solely for the purposes of performing this Agreement and will not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Upon termination or written request, the Receiving Party will return or destroy all Confidential Information and certify such destruction if requested.

The parties acknowledge that breach of this confidentiality obligation may cause irreparable harm for which monetary damages may be inadequate; accordingly, the Disclosing Party is entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

LIMITATIONS AND INDEMNITY

Provider will perform services in a professional and workmanlike manner. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY'S LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE TOTAL FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

Provider shall indemnify and hold Client harmless from third-party claims resulting from Provider's negligent acts or omissions in the performance of the services, subject to the limitations set forth herein.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of , without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for purposes of any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment or modification to this Agreement must be in a writing signed by authorized representatives of both parties.

NOTICES

GENERAL PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

The headings in this Agreement are for convenience only and will not affect its interpretation.

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