Client Services Framework Certificate of Compliance

CLIENT SERVICES FRAMEWORK CERTIFICATE OF COMPLIANCE

Certificate No.:

WHEREAS

WHEREAS, Client Name: ("Client") engages Provider Name: ("Provider") to perform services as described in the Client Services Framework and related agreements; and

WHEREAS, Provider represents that, as of Effective Date: , it has implemented and maintains controls, processes, and documentation sufficient to comply with the material requirements of the Client Services Framework applicable to the services to be performed; and

WHEREAS, this Certificate of Compliance is issued to document Provider's representations of compliance with the Client Services Framework for the scope of services set forth below, subject to the terms, conditions and limitations contained herein.

CERTIFICATION

Provider hereby certifies, under penalty of perjury and to the best of its knowledge, that the statements and attachments accompanying this Certificate are true, complete, and accurate, and that Provider is in material compliance with the Client Services Framework standards applicable to the Services described below during the certification period.

SCOPE OF SERVICES

COMPLIANCE CHECKLIST (ATTESTATION)

Provider affirms the following representations. Check each applicable box to attest compliance:

Provider meets agreed service level commitments and has documented measurable performance metrics.

Provider has implemented reasonable information security controls, including access controls and incident response procedures.

Provider complies with applicable data protection and privacy obligations in the provision of Services.

Provider maintains oversight of subcontractors and requires flow-down of framework obligations where applicable.

Provider maintains records and documentation sufficient to demonstrate ongoing compliance and will make such records available for review pursuant to the terms below.

STANDARDS, METRICS AND EVIDENCE

PAYMENT TERMS

TERM AND TERMINATION

This Certificate applies to Services performed under the parties' governing agreement for the term beginning Start Date: and ending End Date: unless earlier terminated in accordance with the governing agreement.

Termination for cause permitted where a material breach of the Framework obligations is not cured within Cure Period (days):

CONFIDENTIALITY

All records, reports, data, and other information exchanged under this Certificate that are designated confidential or which by their nature are confidential shall be treated as Confidential Information and protected in accordance with the confidentiality obligations of the governing agreement. Provider shall not disclose Confidential Information except as permitted under the governing agreement or required by law, and Provider shall ensure that access by personnel and subcontractors is limited to those with a legitimate need-to-know.

GOVERNING LAW

This Certificate of Compliance shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Certificate, together with the governing services agreement and any incorporated attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements regarding compliance representations. Any amendment to this Certificate must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND CERTIFICATION

The undersigned authorized representative of Provider certifies that the statements made in this Certificate are accurate and that Provider will promptly notify Client if material non-compliance arises during the certification period.

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