Compliance Monitoring Form

COMPLIANCE MONITORING FORM

Client Name:     Monitoring Provider:

RECITALS

WHEREAS, Client Name: requires periodic compliance monitoring to evaluate adherence to applicable policies, procedures and legal obligations; and

WHEREAS, Monitoring Provider: possesses expertise and agrees to perform monitoring services under the terms and conditions set forth in this document; and

WHEREAS, the parties intend that the monitoring activities and any resulting reports will document findings, recommend corrective actions, and provide a basis for Client to measure compliance performance.

SCOPE OF WORK

Monitoring Provider will perform the following monitoring activities, produce monitoring reports, and recommend remediation where required. Describe scope, frequency, sampling methodology, and deliverables below:

MONITORING SCHEDULE AND METHODOLOGY

MONITORING CHECKLIST

Use the checklist below to indicate whether each control area was reviewed and the status. Provide narrative findings in the Findings and Remediation section.

Policy and procedure review completed

Transactional sampling/testing performed

Personnel interviews and training verification

System logs and technical controls reviewed

On-site inspection or observation conducted

FINDINGS AND REMEDIATION

Document findings, non-conformities, recommended corrective actions, responsible party, and target remediation date:

PAYMENT TERMS

Monitoring fee amount:     Payment schedule:

Late payment fee:     Additional remedy for non-payment:

TERM AND TERMINATION

Term Commencement Date:     Term Expiration Date:

Either party may terminate this engagement for convenience by delivering written notice to the other party at least days prior to the effective termination date. Termination for material breach may be immediate where the breaching party fails to cure within thirty (30) days after written notice, subject to any regulatory or contractual constraints.

CONFIDENTIALITY

All information obtained or produced in the course of monitoring activities that is designated confidential or that reasonably should be understood to be confidential shall be held in strict confidence by the recipient. The recipient shall not disclose such information except (a) to fulfill its obligations under this Agreement, (b) as required by law or regulation, or (c) to its employees and contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein. The obligations of confidentiality survive termination of this engagement for a period of three (3) years, or longer where required by applicable law.

I acknowledge and agree to the confidentiality obligations set forth above.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located therein for any disputes arising out of or relating to this Agreement, subject to any mandatory alternative dispute resolution provisions agreed in writing.

ENTIRE AGREEMENT

This Compliance Monitoring Form, including any exhibits, appendices or attachments executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. No modification, waiver, or amendment of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

CERTIFICATION

The undersigned certify that they are authorized to bind their respective parties and that the information provided in this form and any attached monitoring reports is true and accurate to the best of their knowledge as of the date of signature.

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