Compliance Review Agreement

COMPLIANCE REVIEW AGREEMENT

This Compliance Review Agreement (the Agreement) is made as of Effective Date: by and between Provider Name: , with principal place of business at , and Client Name: , with principal place of business at .

RECITALS

WHEREAS, Provider is engaged in the business of providing independent compliance review, assessment, and advisory services regarding regulatory, policy and internal control matters; and

WHEREAS, Client desires to retain Provider to perform a compliance review of Client's operations, policies and records as further described in this Agreement, and Provider is willing to perform such services on the terms and conditions set forth herein; and

WHEREAS, the parties intend that the review will identify material compliance deficiencies and recommend corrective actions while preserving the confidentiality of Client information as provided below.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

In this Agreement: (a) "Compliance Review" means the assessment of Client policies, procedures, records and controls identified in Section 2; (b) "Deliverables" means the written reports, executive summaries and work papers produced by Provider; and (c) "Confidential Information" means information described in Section 8.

2. SCOPE OF REVIEW

Provider shall perform a Compliance Review limited to the following areas and time period: . The scope may include document review, interviews of personnel, sample testing, and system access as reasonably necessary to accomplish the Review.

3. DELIVERABLES; ACCEPTANCE

Provider will deliver to Client a written Compliance Review Report and an executive summary (collectively, Deliverables) within of completion of fieldwork. Deliverables shall include findings, risk ratings, proposed remediation measures, and an estimate of effort to remediate material findings. Client shall have to review and provide written comments, after which Deliverables shall be deemed accepted unless mutually disputed in writing.

4. STANDARDS; INDEPENDENCE

Provider will perform the Compliance Review in a professional manner consistent with industry standards for compliance assessments and applicable legal and regulatory requirements. Provider represents that it will conduct the Review with impartiality and will disclose to Client any actual or potential conflicts of interest promptly upon discovery.

5. CLIENT OBLIGATIONS

Client shall: (a) provide Provider with timely access to personnel, facilities, systems and records reasonably necessary to perform the Review; (b) designate a client representative responsible for coordinating access and accepting Deliverables: Representative Name: , Contact Email: ; and (c) promptly notify Provider of any material legal or regulatory actions affecting the scope of the Review.

Client authorizes Provider to access records and systems as required. Provider may (select as applicable): Access electronic records Interview staff Use subcontractors (subject to non-disclosure obligations)

6. FEES AND PAYMENT

Client shall pay Provider fees as follows: Fixed Fee: $ , plus reasonable out-of-pocket expenses. Payment is due within of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

7. CONFIDENTIALITY

Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not disclose such information except to its employees, agents or subcontractors on a need-to-know basis and who are bound by confidentiality obligations no less restrictive than those in this Agreement. Confidential Information does not include information that is or becomes publicly known through no breach by the receiving party or that is independently developed by the receiving party without use of the disclosing party’s confidential information.

8. DATA PROTECTION AND SECURITY

Provider shall implement and maintain technical and organizational measures designed to protect Client data against unauthorized access, loss or disclosure consistent with industry standards. Provider shall promptly notify Client of any unauthorized access to Client data and cooperate in remediation. Any transfer of personal data shall comply with applicable data protection laws.

9. WARRANTIES; DISCLAIMER

Provider warrants that it will perform services in a professional manner consistent with applicable professional standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. LIMITATION OF LIABILITY

Neither party shall be liable to the other for special, indirect, consequential or punitive damages arising out of this Agreement. Provider's aggregate liability for any claim arising under this Agreement shall not exceed the fees paid by Client to Provider under this Agreement for the services giving rise to the claim.

11. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until completion of the Deliverables unless earlier terminated as set forth herein. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after written notice. Upon termination Client shall pay Provider for work performed through the termination date.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or nationally recognized courier:

13. AMENDMENTS; WAIVER

Any amendment to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

14. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be replaced by a valid provision that most closely reflects the parties' intent.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: , without regard to its choice of law principles.

16. ENTIRE AGREEMENT; COUNTERPARTS

This Agreement, including any attachments or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. This Agreement may be executed in counterparts, each of which shall be deemed an original.

17. MISCELLANEOUS

The parties agree to cooperate in good faith to effectuate the purpose of this Agreement. No third party shall have rights under this Agreement except as expressly provided. Any provision requiring action within a specified number of days uses calendar days unless otherwise stated.

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