Compliance Project Proposal

COMPLIANCE PROJECT PROPOSAL

Proposal Number:     Proposal Date:

PARTIES

Client Name:

Corporation   LLC   Individual   Other

Contractor Name:

Corporation   LLC   Individual   Other

RECITALS

WHEREAS, Client requires consulting, assessment, remediation, and compliance implementation services related to applicable regulatory obligations and internal policy requirements (the "Compliance Project"); and

WHEREAS, Contractor represents that it possesses the professional expertise, personnel, and resources necessary to perform the Compliance Project in accordance with the terms of this Proposal; and

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

SCOPE OF WORK

TIMELINE & MILESTONES

PAYMENT TERMS

Total Fee:

Invoicing Frequency:

Late Payment Fee:   on past due balances.

Expense Reimbursement: Contractor will be reimbursed for pre-approved, documented expenses; reimbursements invoiced separately.

TERM AND TERMINATION

Term Commencement Date: . Termination Date (if applicable): .

Either party may terminate this Proposal for convenience upon written notice delivered to the other party at least days prior to the effective termination date. Termination for cause shall be immediate if a party materially breaches this Proposal and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other, whether disclosed orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that (a) was known to the receiving party prior to disclosure as evidenced by written records, (b) becomes publicly available through no fault of the receiving party, (c) is lawfully received from a third party without confidentiality obligations, or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Proposal, (ii) limit access to Confidential Information to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (iii) not disclose Confidential Information to any third party except as required by law, provided that the receiving party uses reasonable efforts to provide prior notice to the disclosing party and to limit the scope of such disclosure.

Upon termination or expiration of this Proposal, the receiving party shall promptly return or destroy Confidential Information as directed by the disclosing party and certify in writing that it has complied with this obligation, except to the extent retention is required by applicable law or internal document retention policies.

LIMITATION OF LIABILITY & INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising from its negligent acts or willful misconduct in the performance of this Proposal. Except for claims arising from willful misconduct or gross negligence, neither party's aggregate liability to the other for any claim arising out of or related to this Proposal shall exceed the amount of fees paid to Contractor under this Proposal in the twelve (12) month period immediately preceding the event giving rise to the claim.

GOVERNING LAW

This Proposal and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Proposal, together with any attachments, exhibits, and executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. No amendment or waiver of any provision of this Proposal shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

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

ACCEPTANCE

By signing below, the parties acknowledge and agree that this Compliance Project Proposal sets forth the terms and conditions under which Contractor will provide the services described above and that the individuals signing have authority to bind their respective parties.

Sign Now