Business RIC Template

Business RIC Template

This Business RIC Template (the Agreement) is entered into as of by and between Company Name: and Recipient Name: .

WHEREAS

WHEREAS, Company engages in the operation, management, or development of business activities requiring regulated information collection, reporting, or compliance ("Business RIC Functions"); and

WHEREAS, Recipient possesses particular expertise, access, or systems necessary to perform certain Business RIC Functions on behalf of Company; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality, and respective obligations of each party with respect to the Business RIC Functions.

Scope of Work

Recipient shall perform the services and deliverables described below in a timely, professional manner consistent with industry standards. The parties acknowledge that the precise nature of certain tasks may require reasonable adjustments by mutual written agreement.

Payment Terms

Company shall compensate Recipient for services performed under this Agreement in accordance with the terms set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Any past-due amount shall bear interest at the lesser of percent per month or the maximum rate permitted by applicable law. In addition, Company shall be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement immediately for material breach by the other party if such breach remains uncured for thirty (30) days following written notice. Termination for cause does not relieve the breaching party of liability for damages or of payment obligations for services fully performed prior to termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Recipient shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care as it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely for the performance of its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

The obligations in this Section shall not apply to information that (i) is or becomes publicly known through no breach by the recipient; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by recipient without use of Confidential Information; or (iv) is required to be disclosed by law, provided recipient gives prompt notice to the disclosing party and cooperates in seeking protective measures.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

Representations and Warranties

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Recipient represents that its performance will comply with all applicable laws, rules, and regulations, and that it has the right to grant the rights granted herein.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or breach of its material obligations under this Agreement. Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability for any claim arising under this Agreement shall exceed the total fees paid or payable to Recipient under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly 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, or communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

Assignment. Neither party may assign or transfer this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets, provided that the assignee assumes all obligations under this Agreement.

Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

Corporation    LLC    Individual/Proprietor

Corporation    LLC    Individual/Proprietor

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