Compliance Document Smart Comply

COMPLIANCE DOCUMENT SMART COMPLY

This Compliance Document ("Agreement") is entered into as of by and between the parties identified below.

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing compliance advisory services, regulatory monitoring, and related operational controls, and maintains personnel, systems, and processes designed to support regulatory compliance; and

WHEREAS, Client seeks to obtain such compliance services from Service Provider and requires written assurance of the scope, standards, reporting obligations, and confidentiality protections set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the compliance services described below. Services shall be performed in a professional manner consistent with prevailing industry standards and applicable laws and regulations.

COMPLIANCE OBLIGATIONS AND REPORTING

Service Provider shall (a) monitor relevant laws and regulations applicable to the Client's operations, (b) provide periodic written reports and recommendations, and (c) assist Client with implementation of compliance controls reasonably necessary to address identified risks. Reports shall be delivered at the frequency specified below unless otherwise agreed in writing.

Client acknowledges that Service Provider may request documentation, access to personnel, and system information reasonably necessary to verify compliance status. Client shall cooperate in good faith and provide requested materials within calendar days of request.

Service Provider may conduct remote audits
Client may retain third-party auditor with prior notice

PAYMENT TERMS

In consideration of the Services, Client shall pay Service Provider the fees set forth below. All amounts are stated in the currency specified and are exclusive of taxes unless otherwise indicated.

If Client fails to pay any undisputed amount when due, Service Provider may suspend performance after ten (10) days' written notice and shall be entitled to recover costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated in accordance with this Section, shall continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in any form that is marked confidential or that a reasonable person would understand to be confidential. Each party shall (a) use Confidential Information solely for the purposes of performing under this Agreement, (b) restrict disclosure to those employees, contractors, or advisors with a need to know who are bound by confidentiality obligations no less protective than those herein, and (c) protect 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.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was in the receiving party's lawful possession prior to receipt from the disclosing party; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information as required by law or regulation, provided it gives prompt written notice to the disclosing party to permit a protective order or other appropriate remedy.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claim arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Neither party shall be liable to the other for consequential, incidental, special or punitive damages, except for damages arising from a party's breach of confidentiality or willful misconduct. The aggregate liability of each party for claims arising out of this Agreement shall not exceed the total fees paid or payable 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 conflict of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments hereto, 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 modification or amendment shall be effective unless executed in writing by duly authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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