Business SOC Offering Template

BUSINESS SOC OFFERING TEMPLATE

This Business SOC Offering Template (the "Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Service Provider Name: ("Provider").

RECITALS

WHEREAS, Provider offers professional attestation preparation, readiness, and SOC reporting services concerning the design and operating effectiveness of internal controls relevant to Client's specified services; and

WHEREAS, Client desires to engage Provider to perform the SOC offering described herein, and Provider is willing to provide such services subject to the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the deliverables, scope, schedule, fees, and responsibilities be set forth in this Agreement to govern the relationship and the SOC engagement.

SCOPE OF WORK

Provider shall perform the services described below (the "Services") and shall prepare the SOC report and related deliverables in accordance with the scope and reporting period selected by the parties.

SOC 1 (User Entity Controls)
SOC 2 (Trust Services Criteria)
Type I (Point-in-time)
Type II (Period coverage)

From: To:

PAYMENT TERMS

Client shall pay Provider the fees for the Services as set forth below. All fees are exclusive of taxes unless otherwise stated.

Late payments shall accrue interest at or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for Provider's reasonable collection costs.

Travel and out-of-pocket expenses will be billed separately and require Client pre-approval if exceeding

TERM AND TERMINATION

This Agreement commences on Start Date: and terminates on End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breach is not cured within days following written notice of such breach.

Termination for cause does not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public 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 shall exclude information that (a) is or becomes generally known to the public without breach of this Agreement by the Receiving Party; (b) was known by the Receiving Party prior to its receipt from the Disclosing Party as evidenced by written records; (c) is rightfully received by the Receiving Party from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall use the Disclosing Party's Confidential Information solely for the purpose of performing its obligations under this Agreement, shall restrict disclosure to its employees, agents, and subcontractors who have a need to know, and shall be responsible for any breach by such persons. Disclosure required by law or court order shall be permitted provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any reasonable effort to limit the disclosure.

Confidential obligations shall continue for years after termination or expiration of this Agreement, unless otherwise required by law.

ADDITIONAL TERMS

Provider will exercise reasonable professional care and industry-standard methodologies in performing the Services. Client shall provide timely access to personnel, systems, documentation, and facilities as reasonably required by Provider. Delays caused by Client's failure to meet responsibilities may result in adjustments to schedule and fees.

Neither party shall be liable for indirect, incidental, special or consequential damages, except to the extent such limitation is unenforceable under applicable law. Provider's aggregate liability for claims arising under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, appendices, or mutually executed statements of work, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

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