Engagement Rule of Conduct

ENGAGEMENT RULE OF CONDUCT

This Engagement Rule of Conduct (the "Agreement") is entered into between the parties identified below for the purposes of defining required standards of behavior, responsibilities, and related commercial terms in connection with the engagement described herein.

Parties

Recitals

WHEREAS, Client engages Service Provider to perform services as described in the Scope of Work below and requires that such services be performed in a professional, ethical, and compliant manner; and

WHEREAS, Service Provider agrees to perform the services in accordance with this Agreement and the rules of conduct set forth herein, including confidentiality, data protection, and avoidance of conflicts of interest; and

WHEREAS, the parties intend that this Agreement will govern standards of conduct, payment arrangements, term and termination, and dispute resolution for the engagement.

Scope of Work

Service Provider shall perform the services set forth below (the "Services"). The Services must be performed in a professional and timely manner consistent with industry standards and in compliance with all applicable laws and regulations.

Rules of Conduct

Service Provider and its personnel shall comply with the following minimum standards of conduct while performing Services:

Maintain professional, courteous, and non-discriminatory behavior toward Client personnel, partners, and third parties.

Protect Client data and systems; follow required access controls and report any suspected data breach promptly.

Disclose and avoid conflicts of interest; do not accept assignments that impair impartial performance without prior written consent.

Refrain from offering or accepting improper gifts, payments, or favors and comply with anti-bribery standards.

Perform Services free from impairment by alcohol, illegal drugs, or unprescribed controlled substances.

Service Provider shall ensure all personnel assigned to this engagement have received appropriate instruction on these rules of conduct and shall maintain records evidencing compliance upon Client request.

Payment Terms

In consideration for the Services, Client will pay Service Provider as follows:

All payments are payable in lawful currency. If invoices are not paid when due, Client shall be responsible for reasonable collection costs and interest at the rate specified above. Payment obligations are subject to set-off only as expressly agreed in writing.

Term and Termination

This Agreement commences on the Effective Date and continues through the End Date unless earlier terminated in accordance with this section.

Effective Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of accrued payment obligations for Services performed through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, technical data, customer lists, and personally identifiable information.

Service Provider shall: (a) use Confidential Information solely to perform the Services; (b) restrict disclosure to those employees and subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) implement reasonable administrative, physical, and technical safeguards to protect Confidential Information.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) is rightfully received from a third party without confidentiality obligations; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party receives prior notice to seek protective relief when permitted.

The obligations in this section survive termination or expiration of this Agreement for a period of five (5) years, except that trade secrets shall remain protected for as long as they qualify as trade secret under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction named below without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes arising under this Agreement.

Entire Agreement

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

Acknowledgment

By signing below, the undersigned representatives warrant that they are authorized to bind their respective parties and acknowledge receipt of this Agreement and agreement to comply with the Rules of Conduct, payment terms, confidentiality provisions, and other obligations set forth herein.

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