Compliance Services Agreement

COMPLIANCE SERVICES AGREEMENT

This Compliance Services Agreement (the Agreement) is entered into effective as of between:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing regulatory compliance advisory and monitoring services, including policy review, program implementation assistance, reporting and training; and

WHEREAS, Client desires to retain Service Provider to perform certain compliance services described in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth herein;

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

1. SCOPE OF WORK

Service Provider shall provide compliance services to Client as described below. Services shall include proactive review, gap assessment, remedial recommendations, preparation of compliance documentation, training of designated personnel, and periodic monitoring as agreed. Specific tasks, deliverables, performance standards, and timelines are set forth in the section below and any attached exhibits incorporated by reference.

2. PAYMENT TERMS

As consideration for the Services, Client shall pay Service Provider the fees set forth below in accordance with this Section. Fees are exclusive of taxes unless otherwise stated. Service Provider shall invoice Client in accordance with the agreed schedule and Client shall pay undisputed amounts when due.

All undisputed invoices shall be paid within days of invoice. In the event of a disputed invoice, Client shall notify Service Provider in writing within days and the parties shall negotiate in good faith to resolve the dispute. Client's obligation to pay undisputed amounts is not affected by such dispute.

3. TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with this Section.

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

Upon termination, Client shall pay Service Provider for all Services performed through the effective date of termination and for any non-cancellable third-party costs incurred by Service Provider in connection with the performance of the Services.

4. CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary or confidential information disclosed by one party (Discloser) to the other (Recipient), whether oral, written or electronic, including without limitation business plans, policies, procedures, customer information, financial information, audit findings, compliance program materials, and internal controls.

Recipient shall (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for the purposes of performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except on a need-to-know basis to employees, agents or contractors who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) is or becomes available to Recipient on a non-confidential basis from a source other than Discloser that is not bound by confidentiality obligations; or (iii) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law or regulation, provided Recipient provides prompt notice to Discloser and cooperates with reasonable efforts to obtain protective treatment.

5. INDEPENDENT CONTRACTOR; SUBCONTRACTORS

Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider shall be solely responsible for all payroll, taxes, insurance, benefits and other obligations for its personnel. Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for the performance of such subcontractors and for compliance with this Agreement.

6. REPRESENTATIONS; COMPLIANCE WITH LAW

Each party represents that it has the full power and authority to enter into and perform this Agreement. Service Provider represents that it will perform the Services in a professional and workmanlike manner consistent with industry standards and applicable legal and regulatory requirements. Client shall provide Service Provider with timely access to personnel, records and facilities as reasonably required for Service Provider to perform the Services.

7. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement for the twelve (12) months preceding the event giving rise to the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above or to such other address as either party may designate by notice to the other. Notice is effective upon delivery or, if mailed, three (3) business days after mailing.

9. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties shall first attempt to resolve disputes in good faith through negotiation between senior representatives. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration before a single arbitrator in accordance with the commercial arbitration rules agreed by the parties, with the venue located in the county where Client's principal place of business is located, unless otherwise agreed in writing.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, both written and oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

11. SEVERABILITY; ASSIGNMENT

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

12. CERTIFICATIONS

Each party represents and warrants that: (a) it has the full corporate power and authority to enter into and perform its obligations under this Agreement; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate actions; and (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

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