Business Regulated Documents

BUSINESS REGULATED DOCUMENTS AGREEMENT

This Agreement is entered into between Client Name: and Provider Name: (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, Client requires preparation, review, storage, filing and/or transmission of Business Regulated Documents that are subject to industry-specific statutes, regulations and administrative requirements; and

WHEREAS, Provider represents that it possesses the expertise, personnel, systems and regulatory knowledge necessary to prepare and manage such regulated documents in accordance with applicable law and industry standards; and

WHEREAS, the Parties desire to set forth the terms by which Provider will perform the services, provide deliverables and maintain regulatory compliance on behalf of Client.

SCOPE OF WORK

Provider shall perform the services described below and shall deliver all work products and regulated filings in accordance with applicable statutes, rules, administrative guidance and accepted industry practice. Provider's responsibilities include preparation, review, certification where applicable, recordkeeping, transmission and coordination with regulatory authorities as necessary.

PAYMENT TERMS

Compensation to Provider for the services shall be as follows. Client shall pay Provider the amounts set forth below in lawful currency, subject to the invoicing and acceptance provisions herein.

Provider shall submit invoices in writing. Unless otherwise stated on an invoice, Client shall pay undisputed amounts within days of receipt. Disputed items must be identified in writing with supporting documentation within that period.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues through End Date: .

Either Party may terminate this Agreement for convenience upon written notice delivered to the other Party at least days in advance. Either Party may terminate immediately for material breach if the breaching Party fails to cure such breach within thirty (30) days after written notice. Termination does not relieve Client of its obligation to pay for services performed and reasonable wind-down costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other in connection with this Agreement, including business, technical, regulatory and client data and the contents of regulated documents. Each Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations survive termination for a period of years, except that obligations with respect to trade secrets and regulatory records shall survive for as long as applicable law requires.

REGULATORY COMPLIANCE; RECORDS; AUDITS

Provider represents and warrants that to the best of its knowledge its performance and deliverables will comply with applicable statutes, regulations and administrative guidance governing the regulated documents subject to this Agreement. Client represents that all information it provides is true, complete and accurate. Each Party shall promptly notify the other of any regulatory inquiry, notice of violation or event that may materially affect regulated filings.

Provider shall maintain records of work performed and regulated documents for a minimum of , or as otherwise required by law. Client shall permit Provider and relevant regulatory representatives reasonable access to records and facilities for audit or inspection upon days' prior notice, subject to confidentiality protections and applicable law.

Provider shall promptly cooperate with Client and regulatory authorities in connection with any regulatory proceeding or inquiry concerning documents prepared under this Agreement. Client shall indemnify and hold Provider harmless for liabilities arising from Client-provided false or incomplete information, except to the extent caused by Provider's negligence or willful misconduct.

LIMITATION OF LIABILITY

Except for gross negligence, willful misconduct, or breaches of confidentiality, neither Party shall be liable to the other for consequential, incidental, indirect, special or punitive damages. The aggregate liability of either Party for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of Governing State: , without regard to its conflict of laws rules.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written amendments executed by both Parties, constitutes the entire agreement between the Parties with respect to its subject matter 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.

MISCELLANEOUS

Notices shall be in writing and delivered to the addresses provided above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship.

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