Client Onboarding COI Questionnaire

Client Onboarding — Conflict of Interest Questionnaire and Service Agreement

Recitals

WHEREAS, Client Name: (the "Client") seeks to engage Provider Name: (the "Provider") to perform services described below; and

WHEREAS, the parties require written disclosures and contractual commitments to identify, manage, and, where necessary, mitigate potential conflicts of interest to protect Client interests and preserve the integrity of the engagement; and

WHEREAS, the parties agree that the responses contained in this questionnaire and the terms below will form part of the operative agreement governing the relationship between Client and Provider effective as of Effective Date: .

Scope of Work

Conflict of Interest (COI) Questionnaire

The Provider must disclose all actual, potential, or perceived conflicts of interest. For each question below, check the appropriate box and provide a full description where requested. Failure to disclose material conflicts may constitute a material breach of this agreement.

Mitigation and Management

If any actual or potential conflicts are disclosed above, provide a proposed mitigation plan, including monitoring, information barriers, recusal procedures, and responsible individuals.

Payment Terms

Compensation Amount:

All amounts are payable in lawful currency. Provider shall submit invoices in accordance with the payment schedule. Payment does not constitute acceptance of deliverables and Client reserves the right to withhold payment for nonconforming work in accordance with the dispute provisions below.

Term and Termination

Term Start Date: Term End Date:

Either party may terminate for cause upon material breach that is not cured within thirty (30) days following written notice. Termination does not relieve either party of obligations accrued prior to the effective date of termination, including payment for services performed.

Confidentiality

Each party shall maintain the confidentiality of the other party's proprietary and confidential information disclosed in connection with this engagement. Confidential information excludes information that (a) is or becomes generally available to the public other than by breach of this agreement; (b) was lawfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is rightfully received from a third party without obligation of confidentiality. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Governing Law and Dispute Resolution

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 shall attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, the parties agree that disputes shall be resolved by binding arbitration conducted in the governing state, unless both parties agree in writing to another forum.

Representations, Certifications and Acknowledgements

The Provider represents and warrants that all information provided in this questionnaire is true, complete, and accurate to the best of its knowledge. The Provider certifies that it will promptly disclose any new or changed circumstances that may give rise to a conflict of interest during the term of this engagement. The Provider acknowledges that material omissions or false statements may constitute grounds for immediate termination and potential legal remedies.

Entire Agreement

This document, together with all attachments, disclosures, and referenced exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Acknowledgement of Disclosure

By signing below, the undersigned certifies that the information provided in this questionnaire is true and complete, that all potential conflicts have been disclosed to the best of the signer's knowledge, and that the signer agrees to comply with the mitigation measures and confidentiality obligations set forth herein.

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