Legal Compliance Summary

Legal Compliance Summary

This Legal Compliance Summary (the "Summary") is entered into as of by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client has engaged Provider to perform a review of Client's systems, processes and records for conformity with applicable laws, rules and internal policies (the "Compliance Review"); and

WHEREAS, the parties desire to summarize the findings of the Compliance Review, identify any material non-compliance items and establish a remediation plan and certification procedures with responsibilities and target dates; and

WHEREAS, this Summary sets forth the parties' mutual understanding of the scope, findings, required remediations and certifications with respect to the Compliance Review.

NOW, THEREFORE

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For the purposes of this Summary, the following terms shall have the meanings set forth below. "Compliance Review" means the review described in the Recitals. "Material Non-Compliance" means a failure, omission or deficiency that is reasonably likely to result in material financial loss, regulatory sanction, civil liability or material disruption to operations.

2. SCOPE OF REVIEW

The Compliance Review encompassed the following areas, documents and periods. The parties confirm the scope as set forth below.

3. FINDINGS

The following summarizes the status of core compliance categories. For each category, indicate the applicable status and provide brief supporting detail where necessary.

4. MATERIAL NON-COMPLIANCE ITEMS

The parties have identified the following Material Non-Compliance items. Each item below must include a concise description, the legal or policy basis for the assessment, the likely impact, and any immediate mitigations taken.

5. REMEDIATION PLAN

For each Material Non-Compliance item, the parties agree the following remediation steps, responsible parties, target completion dates and estimated costs. The remediation plan shall be monitored until completion.

6. CERTIFICATIONS AND REPRESENTATIONS

Each party represents and warrants that the information provided in this Summary is true and complete to the best of its knowledge as of the Effective Date, and that any known exceptions have been disclosed in writing below.

7. CONFIDENTIALITY

The parties acknowledge that the contents of the Compliance Review and this Summary are confidential and constitute Confidential Information for purposes of any confidentiality agreement between the parties. Disclosure is permitted only as required by law or as agreed in writing by the parties.

8. NOTICES

All notices required or permitted under this Summary shall be made in writing and delivered to the addresses set forth below or to such other address as either party designates in writing.

9. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Summary will be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right will constitute a waiver.

10. GOVERNING LAW

This Summary will be governed by and construed in accordance with the laws of the jurisdiction agreed by the parties without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the competent courts of that jurisdiction.

11. ENTIRE AGREEMENT; SEVERABILITY

This Summary constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements. If any provision of this Summary is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

12. COUNTERPARTS

This Summary may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same agreement.

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