Compliance Document Package

COMPLIANCE DOCUMENT PACKAGE

This Compliance Document Package Agreement (the Agreement) is entered into as of by and between:

WHEREAS

WHEREAS, Client requires a set of compliance documents, risk assessments, and implementation assistance to meet applicable legal, regulatory and industry standards applicable to Client’s operations; and

WHEREAS, Service Provider represents that it has the experience and capability to prepare, deliver, and, where agreed, implement the components of the Compliance Document Package described in this Agreement; and

WHEREAS, the parties wish to set forth the terms, scope, payment, confidentiality and other provisions governing the preparation, delivery, and use of the Compliance Document Package;

SCOPE OF WORK

Service Provider shall prepare and deliver the documents and services described below. Client authorizes Service Provider to perform the described services and to rely on information provided by Client to prepare the deliverables.

The Compliance Document Package shall include, at a minimum, the following items (check applicable):

Compliance Policy and Procedures

Risk Assessment Report

Employee Handbook / Code of Conduct

Training Materials and Acknowledgment Forms

Third-Party Audit Findings and Remediation Plan

PAYMENT TERMS

In consideration for Services, Client shall pay Service Provider as set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Invoices are due within the period specified in the Payment Schedule. Unpaid amounts shall accrue interest at the Late Payment Fee rate and Client shall reimburse Service Provider for collection costs and reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Effective Date and shall continue until completion of the Scope of Work or until the End Date specified below, unless earlier terminated as provided herein.

Start Date:

End Date (if applicable):

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above following written notice. Either party may terminate for insolvency or bankruptcy of the other party effective upon written notice. Termination shall not relieve Client of its obligation to pay for work performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or other information disclosed in any form that a reasonable person would understand to be confidential.

Each recipient shall: (a) use the disclosing party's Confidential Information only to perform under this Agreement; (b) restrict disclosure to those employees, contractors and advisors who have a need to know and are bound to confidentiality obligations no less restrictive than those hereunder; and (c) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for a period of unless otherwise required by law. Exceptions apply to information that is or becomes publicly available through no fault of the recipient, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

COMPLIANCE OBLIGATIONS; RECORDS

Service Provider warrants that the deliverables will be prepared in accordance with generally accepted professional standards and applicable laws. Client shall provide timely access to personnel, records and information reasonably required for Service Provider to perform. Client retains responsibility for the operation and enforcement of policies in its business following delivery of the documents.

Service Provider shall retain records relating to the Services for a period of and shall make such records reasonably available to Client upon request subject to confidentiality protections and reasonable notice.

LIABILITY; INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for indemnification obligations and breaches of confidentiality, neither party shall be liable to the other for incidental, consequential, punitive or special damages arising out of this Agreement, and aggregate liability shall be limited to amounts actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve disputes by negotiation between senior representatives. If unresolved, disputes shall be resolved by binding arbitration administered in accordance with commercially reasonable arbitration procedures selected by the parties, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including all exhibits, attachments, statements of work and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in interest. Notices required under this Agreement shall be in writing and delivered to the primary contact information listed above. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

ACKNOWLEDGMENTS

By signing below, each party certifies that it has authority to enter into this Agreement, has read and understands the terms, and agrees to be bound by them.

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