Compliance Support Document

COMPLIANCE SUPPORT DOCUMENT

Client Name:    Provider Name:

Effective Date:

WHEREAS

WHEREAS, Client requires professional assistance to develop, maintain and validate compliance controls, documentation, and evidence to demonstrate adherence to applicable laws, regulations and standards; and

WHEREAS, Provider represents that it has the necessary expertise, personnel and systems to provide compliance support services, including but not limited to policy review, gap assessments, remediation planning and evidence collection.

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

SCOPE OF WORK

Policy and procedure review    Gap assessment    Remediation plan

PAYMENT TERMS

Invoices are due within days of receipt. Late payments shall accrue interest at per month on any unpaid balance, or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this document for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breach remains uncured for days following written notice of breach.

Upon termination, Provider shall deliver all completed deliverables and Client shall pay for all work performed and documented to the effective date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this document; and (c) restrict disclosure to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party; or (iv) is required to be disclosed by law, regulation or valid subpoena, provided the disclosing party is given prompt notice to seek protective measures.

AUDIT, RECORDS AND COOPERATION

Provider shall maintain complete and accurate records reflecting all work performed and fees invoiced under this document for a period of following completion. Client may request, once per 12-month period, a reasonable audit or inspection of such records; Provider shall reasonably cooperate and make records available at mutually agreed times and locations.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from claims arising out of its gross negligence, willful misconduct, or material breach of this document. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

GOVERNING LAW

This Compliance Support Document shall be governed by and construed in accordance with the laws of:

ENTIRE AGREEMENT

This document, including any attachments or schedules incorporated by reference and any statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

CERTIFICATION

Each party certifies that it has the authority to enter into this document and that the information provided in connection with the engagement is true, complete and accurate to the best of such party's knowledge. Provider certifies that services will be performed in a professional and workmanlike manner in accordance with prevailing industry standards.

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