Compliance Documentation Package

COMPLIANCE DOCUMENTATION PACKAGE

Parties

Recitals

WHEREAS, Client Name: requires documentation to demonstrate compliance with applicable regulatory, contractual and internal policy requirements; and

WHEREAS, Provider Name: has experience preparing, compiling and certifying compliance documents and agrees to prepare the compliance documentation described herein; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and other terms governing the delivery, review and retention of the Compliance Documentation Package.

Scope of Work

Provider shall prepare, assemble and deliver the Compliance Documentation Package as described below and as further defined in the Scope of Work field. Provider will deliver documents that are accurate, current as of the date of submission, and supported by source documentation retained in Provider's records.

Deliverables and Documentation Checklist

Provider shall supply the items checked below as part of the Compliance Documentation Package. Provider certifies that checked documents are true, complete and current as of the Delivery Date.

Payment Terms

In consideration for the services set forth herein, Client shall pay Provider the fees and expenses described below in accordance with the schedule and conditions set forth.

Term and Termination

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

Either party may terminate this Agreement for material breach that remains uncured for the notice period specified above. Provider may suspend delivery of services if Client fails to pay when due, provided Provider gives written notice and a 10-day opportunity to cure.

Confidentiality

Each party acknowledges that information exchanged in connection with this Agreement that is marked confidential or that a reasonable person would understand to be confidential (Confidential Information) shall be held in confidence and used solely for performance or enforcement of this Agreement. Confidential Information excludes information that: (a) is or becomes public through no breach by the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice and reasonable cooperation to seek protective measures.

Provider shall not disclose or include Confidential Information in the Compliance Documentation Package except as authorized by Client. Provider agrees to retain supporting records for a period of years from delivery and to produce records to Client upon reasonable request.

Representations, Warranties and Liability

Each party represents and warrants that it has full power and authority to enter into this Agreement. Provider represents that documents delivered under this Agreement will be prepared with reasonable professional care and will, to the best of Provider's knowledge after reasonable inquiry, fairly present the matters they purport to address. Except for willful misconduct or gross negligence, Provider's aggregate liability arising out of or related to this Agreement shall be limited to the total fees paid under this Agreement.

Governing Law

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

Entire Agreement

This Agreement, including any attachments or addenda executed by the parties and the specific Deliverables acknowledged in the Documentation Checklist, 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. Any modification must be in writing and signed by authorized representatives of both parties.

Certifications and Acknowledgements

By executing below, each signing party certifies that: (a) the party is authorized to bind the entity on whose behalf it signs; (b) the representations in this Agreement are true and correct as of the signature date; and (c) the party will comply with all applicable laws, rules and regulations in performing its obligations.

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