Business Services RAC

BUSINESS SERVICES RAC

This Business Services RAC Agreement ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing regulatory assessment and compliance advisory services, including risk assessment, remediation consulting, and compliance program implementation (collectively, "RAC Services");

WHEREAS, Client desires to retain Service Provider to perform RAC Services under the terms set forth in this Agreement, and Service Provider agrees to provide such services on the terms contained herein;

WHEREAS, the parties intend that the Services provided under this Agreement shall be delivered in a professional manner in accordance with industry standards and the specific scope described below.

SCOPE OF WORK

Service Provider will perform the RAC Services described below. The scope, deliverables, schedule, and acceptance criteria will be as follows:

PAYMENT TERMS

Client shall pay Service Provider fees as set forth below. Fees are exclusive of taxes and reimbursable expenses unless otherwise stated.

Invoicing frequency (select all that apply):

Late fee is applied as a percentage per month on overdue amounts unless prohibited by applicable law.

TERM AND TERMINATION

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

Either party may terminate for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach that is not cured within thirty (30) days following written notice of breach.

CONFIDENTIALITY

Each party may disclose Confidential Information to the other in connection with the performance of this Agreement. "Confidential Information" means non-public information disclosed in written, electronic, or oral form that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances. The receiving party shall: (a) use Confidential Information solely for the purposes of performing this Agreement; (b) restrict disclosure to employees, contractors, and advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) employ reasonable administrative, physical, and technical safeguards to protect the Confidential Information. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was known to the receiving party prior to disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information. Upon termination, the receiving party shall return or destroy Confidential Information as directed by the disclosing party, provided that the receiving party may retain one archival copy solely for compliance and recordkeeping.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes. Service Provider retains all right, title, and interest in any methodologies, templates, software, tools, and other pre-existing materials used or developed in connection with the Services, provided that any Client-specific deliverables paid for in full shall be delivered with the rights necessary for Client's intended internal use.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold the other harmless from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for liability arising from breach of confidentiality, gross negligence, or willful misconduct, neither party's aggregate liability for claims arising out of or related to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes that are not subject to mandatory arbitration.

ENTIRE AGREEMENT

This Agreement, including any Schedules or Statements of Work executed under it, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by notice. Notices are effective on receipt.

MISCELLANEOUS

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 or subcontract this Agreement without the prior written consent of the other, except that Service Provider may assign its rights to a successor in interest in connection with a merger or sale of substantially all of its assets.

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