Compliance SOC2 Letter

COMPLIANCE SOC2 LETTER

This Compliance SOC2 Letter (the "Letter") is made effective as of by and between Vendor Name: and Client Name: .

RECITALS

WHEREAS, Vendor represents that it has engaged an independent certified public accounting firm to perform a SOC 2 examination of Vendor's systems and controls; and

WHEREAS, the parties desire to memorialize the scope of that examination, the period covered by the SOC 2 report, and the parties' mutual understandings regarding reliance, confidentiality, and limitations on use of the report; and

WHEREAS, Client may rely upon the SOC 2 report solely in accordance with the terms of this Letter.

SCOPE OF WORK

Report Type: Type I Type II

Report Period Start:   Report Period End:

Security (required) Availability Processing Integrity Confidentiality Privacy

PAYMENT TERMS

Invoices are due within days of receipt unless otherwise agreed in writing. Client shall notify Vendor in writing of any disputed amounts within ten (10) days of receipt of the invoice; undisputed amounts must be paid timely.

TERM AND TERMINATION

Term Commencement Date:   Term End Date:

Either party may terminate this Letter for any reason upon providing days' prior written notice to the other party. Immediate termination for cause is permitted where a material breach is not cured within thirty (30) days after written notice.

CONFIDENTIALITY

Each party acknowledges that the SOC 2 report and all related workpapers, findings, and communications (collectively, "Confidential Information") are confidential. Client agrees to use the report solely for its internal compliance and due diligence purposes and not to disclose the report to third parties except to its auditors, counsel, or regulator who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those herein. Vendor shall use commercially reasonable measures to protect Confidential Information consistent with its information security policies.

The SOC 2 report is furnished subject to customary distribution restrictions imposed by the independent CPA firm, and Client agrees not to reproduce, publish, or otherwise distribute the report except in accordance with this Letter. Any permitted recipient shall be informed of and agree to the restrictions on use and distribution.

RELIANCE, LIMITATIONS, AND LIABILITY

Client may rely upon the SOC 2 report only to the extent expressly permitted by the report and this Letter. The SOC 2 examination and report do not constitute a legal opinion and do not guarantee the future effectiveness of controls. Except as expressly provided in a separate written agreement, Vendor's liability in connection with the SOC 2 engagement and the report shall be limited to direct damages not to exceed the fees paid for the applicable engagement.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written understandings, proposals, or agreements. Any amendment or modification of this Letter must be in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL PROVISIONS

The parties agree to cooperate in good faith to address reasonable requests for additional information or clarifications related to the SOC 2 report. Any distribution of the report to third parties for reliance shall require prior written notice to the Vendor and may require a reliance letter acceptable to Vendor and the independent CPA firm.

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