Corrections Team Document

CORRECTIONS TEAM DOCUMENT

This Corrections Team Document (the Agreement) is made effective as of Effective Date: by and between:

WHEREAS

WHEREAS, Client engages Corrections Team to perform professional corrective, compliance and remedial services in relation to institutional records, incident reports, policy compliance reviews, staff training and related corrective actions at facilities identified by Client; and

WHEREAS, Corrections Team represents that it possesses the technical expertise, experience, personnel and licenses necessary to perform such services and agrees to perform those services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective responsibilities, payment terms, confidentiality obligations and remedies for noncompliance in a written agreement.

SCOPE OF WORK

Corrections Team will provide the services described below. Deliverables, milestones and performance standards shall be consistent with the specifications and schedule mutually agreed in writing.

Standard deliverables may include but are not limited to:

Policy and procedural review and written corrective recommendations

Staff training sessions and competency assessments

Correction and amendment of incident records and reports

Ongoing monitoring reports and final summary report

PAYMENT TERMS

Client shall pay Corrections Team the fees set forth below in consideration of Services rendered under this Agreement.

Late Payments: Amounts not paid within days after invoice due date shall incur a late fee of and interest thereafter at the lesser of 1.5% per month or the maximum rate permitted by law.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Section, continues until End Date: .

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within a reasonable period not to exceed 15 days after receipt of written notice.

Upon termination, Client shall pay Corrections Team for all services performed and costs reasonably incurred through the effective date of termination. Sections that by their nature survive termination shall remain in full force and effect.

CONFIDENTIALITY

Each party shall maintain in confidence all nonpublic information disclosed by the other party that is designated confidential or that the receiving party should reasonably understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available other than by breach of this Agreement, already known to the receiving party prior to disclosure, independently developed by the receiving party without use of the disclosing party's Confidential Information, or rightfully obtained from a third party without restriction.

Receiving party shall use Confidential Information solely to perform its obligations hereunder and shall limit disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Disclosure required by law or court order is permitted provided the receiving party gives prompt written notice to the disclosing party and cooperates to seek a protective order or other appropriate remedy.

INDEMNIFICATION AND INSURANCE

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligence or willful misconduct in the performance of this Agreement. Corrections Team shall maintain in full force professional liability and general liability insurance in amounts customary for providers performing similar services and shall provide certificates of insurance upon request.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws. The parties agree to attempt to resolve disputes by negotiation in good faith prior to instituting formal legal proceedings. If a dispute is not resolved by negotiation, either party may pursue any available remedy in a court of competent jurisdiction.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other party, except that Corrections Team may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all assets or change of control. The invalidity or unenforceability of any provision shall not affect the remaining provisions, which shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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