Contractor Compliance Agreement

CONTRACTOR COMPLIANCE AGREEMENT

This Contractor Compliance Agreement ("Agreement") is made effective as of by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client requires certain services and deliverables described herein and desires that Contractor perform such services in accordance with the terms and conditions of this Agreement;

WHEREAS, Contractor represents that it possesses the necessary licenses, qualifications, experience and personnel to perform the services and shall comply with all applicable laws, regulations and industry standards in performing the services; and

WHEREAS, the parties intend by this Agreement to set forth the obligations, compliance requirements, confidentiality protections and payment terms governing the relationship.

SCOPE OF WORK

Contractor shall perform the services, supply labor, materials and deliverables as described below. The description, acceptance criteria, milestones and any deliverable specifications are as specified by the parties in this section.

Project Start Date:    Project End Date (if applicable):

COMPLIANCE REPRESENTATIONS

Contractor certifies, warrants and represents that, during the term of this Agreement, Contractor shall:

Comply with all applicable federal, state and local laws, rules and regulations relevant to the performance of the services, including licensing and tax obligations.

Maintain insurance coverage as required by Client and provide certificates of insurance upon request.

Ensure employees and subcontractors performing services have passed required background and screening checks where applicable.

Disclose any actual or potential conflicts of interest that may impair performance under this Agreement.

PAYMENT TERMS

Client shall pay Contractor for the services performed in accordance with the fee schedule set forth below. Payment shall be made in U.S. dollars unless otherwise agreed in writing.

Invoices are due within days of receipt. Late payments shall incur a late fee of on the outstanding balance, together with any costs of collection including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on the Project Start Date set forth above and shall continue in effect until completion of the services or until the End Date specified below, unless earlier terminated in accordance with this Agreement.

Agreement End Date (if applicable):

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and accepted prior to termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public, proprietary or confidential information disclosed by one party to the other, whether disclosed orally, visually or in writing, including trade secrets, technical data, business plans, customer information and pricing. Contractor shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the performance of the services under this Agreement; and (c) not disclose Confidential Information to third parties except as required by law or with Client's prior written consent. These obligations shall survive termination for a period of three (3) years, or longer if required by applicable law for trade secrets.

INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Contractor's negligent acts, willful misconduct, breach of this Agreement, or failure to comply with applicable laws. Client shall provide prompt written notice of any claim for which indemnification is sought and shall cooperate reasonably in the defense.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or Contractor's indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and each party's aggregate liability arising from this Agreement shall be limited to the total amount paid by Client to Contractor under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held 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, except that Client may assign to an affiliate or successor in connection with a merger or sale of substantially all assets.

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