Legal Complying Agreement

LEGAL COMPLYING AGREEMENT

This Legal Complying Agreement (the "Agreement") is entered into on this day of , (the "Effective Date"), by and between Client Name: , a with principal place of business at , and Service Provider Name: , a with principal place of business at .

RECITALS

WHEREAS, Client requires that certain goods, services and internal processes comply with applicable statutes, regulations and industry standards identified by the parties; and

WHEREAS, Provider represents that it possesses the requisite expertise, personnel, policies and controls to perform work and maintain operations in compliance with the standards and obligations set forth herein; and

WHEREAS, the parties desire to set forth their respective duties, reporting obligations, audit rights and remedies in the event of noncompliance.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Compliance Standards" means the statutes, rules, regulations, codes and industry standards identified in the Compliance Schedule attached hereto and incorporated by reference or described as: . "Confidential Information" has the meaning set forth in Section 6.

2. COMPLIANCE OBLIGATIONS

Provider shall at all times perform its obligations and operate its systems, processes and personnel in strict compliance with the Compliance Standards. Provider shall establish, maintain and enforce written policies, procedures and controls reasonably designed to ensure ongoing compliance, including but not limited to training, monitoring and documented corrective action plans.

Provider shall report to Client any actual or reasonably suspected noncompliance, breach or violation materially affecting Client within hours of discovery. The initial notice shall include a summary of the event, the affected scope, and the immediate remedial measures undertaken.

3. REPRESENTATIONS AND WARRANTIES

Provider represents and warrants that: (a) it has full corporate power and authority to enter into and perform this Agreement; (b) the services provided hereunder will be performed in a professional and workmanlike manner and in material compliance with the Compliance Standards; and (c) it shall not knowingly take any action that would cause Client to be in violation of applicable law.

4. AUDIT RIGHTS AND RECORDS

Client shall have the right, upon business days' prior written notice, to audit Provider's relevant books, records, systems, policies and procedures to verify compliance. Audits shall be conducted during normal business hours and in a manner that minimizes disruption. Provider shall retain records relevant to compliance for a period of years and shall promptly produce such records in response to lawful requests.

5. REMEDIATION; CORRECTIVE ACTION

If an audit, report or other information reveals noncompliance, Provider shall, at its expense, promptly develop and implement a written Corrective Action Plan describing the steps to be taken, the responsible parties and the schedule for remediation. The Corrective Action Plan shall be delivered to Client within days of the date of notice of noncompliance and Provider shall complete remediation within the timeframe set forth in the Plan unless otherwise agreed in writing.

6. CONFIDENTIALITY

Each party shall protect Confidential Information of the other with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not be disclosed except as necessary to perform obligations under this Agreement, or as required by law, in which case the disclosing party shall provide prompt notice to the other to permit protective measures.

7. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, negligence or willful misconduct, including any failure to comply with the Compliance Standards.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED USD.

9. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue for an initial term of months, and thereafter renew automatically for successive terms of equal duration unless either party gives written notice of nonrenewal at least days prior to the end of the then-current term. Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after receipt of written notice.

10. NOTICES

11. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless made in writing and executed by authorized representatives of both parties. No delay or failure to exercise any right shall operate as a waiver, and any waiver must be in writing to be effective.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered by electronic means shall have the same force and effect as original signatures.

13. GOVERNING LAW; VENUE

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

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any schedules and written exhibits executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations and understandings. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be reformed to the extent necessary to achieve the parties' intent.

15. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect interpretation. The parties shall cooperate and execute all documents reasonably necessary to give effect to this Agreement.

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