Legal Draft ROGS

LEGAL DRAFT ROGS

This Legal Draft ROGS (the "Agreement") is made and entered into as of by and between Client Name: (the "Client"), and Service Provider Name: (the "Provider"). Each of Client and Provider is sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties desire to set forth rules, governance, and standards applicable to the performance and administration of certain activities and services to be provided by Provider to Client as described in this Agreement; and

WHEREAS, the Parties seek to establish procedures for decision-making, standards of conduct, reporting, oversight, and dispute resolution to ensure transparent and consistent governance; and

WHEREAS, the Parties intend that the terms of this Agreement will govern their respective rights and obligations with respect to such governance and standards.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "ROGS" means the Rules of Governance and Standards established by this Agreement, including schedules and amendments made pursuant to Section 12. 1.2 Terms defined in this Agreement shall have the meanings set forth herein when capitalized.

2. SCOPE OF ROGS

2.1 Application. The ROGS shall govern actions, processes, and standards related to the services described in Exhibit A and shall apply to the Parties, their agents, employees, and permitted subcontractors. The ROGS shall not be construed to create third-party beneficiaries.

2.2 Minimum Standards. Provider shall at all times perform in accordance with the standards set forth in this Agreement and any schedules attached hereto. Failure to meet minimum standards constitutes a material breach.

3. GOVERNANCE AND DECISION MAKING

3.1 Governing Committee. The Parties shall establish a governing committee responsible for administering the ROGS, meeting at least quarterly, and maintaining minutes of all material decisions. Committee composition and voting thresholds shall be as follows:

3.2 Authority. The governing committee shall have authority to adopt administrative procedures, policies, and reasonable operational guidelines consistent with this Agreement.

4. RESPONSIBILITIES OF PROVIDER

4.1 Performance Obligations. Provider shall perform services in a professional and workmanlike manner consistent with industry practice and the specific performance metrics set forth in Exhibit B.

4.2 Reporting. Provider shall deliver written reports to Client in the form and frequency specified in Exhibit C. Provider shall promptly disclose any material noncompliance with the ROGS.

5. STANDARDS OF CONDUCT

5.1 Compliance. Each Party shall comply with applicable law, maintain internal controls to prevent conflicts of interest, and act ethically in connection with the ROGS. Any suspected violations shall be reported to the governing committee.

6. CONFIDENTIALITY

6.1 Confidential Information. Each Party acknowledges that it may receive Confidential Information. Confidential Information shall not be disclosed except as permitted in writing or as required by law. The receiving Party shall use at least the same degree of care to protect such information as it uses to protect its own confidential information, but no less than reasonable care.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Unless otherwise expressly agreed in writing, each Party retains ownership of its pre-existing intellectual property. Intellectual property developed solely by Provider in performance of the ROGS shall be owned by Provider, subject to a nonexclusive, royalty-free license to Client for internal use, unless otherwise stated in Exhibit D.

8. TERM AND TERMINATION

8.1 Term. The initial term of this Agreement shall commence on the effective date and continue for a period of years, unless earlier terminated in accordance with this Section.

8.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within days after written notice specifying the breach.

9. REMEDIES AND LIMITATION OF LIABILITY

9.1 Remedies. Remedies provided in this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity.

9.2 Limitation of Liability. Except for liability arising from willful misconduct, gross negligence, or indemnification obligations, neither Party shall be liable for incidental, consequential, punitive, or special damages. Aggregate liability shall not exceed the amounts actually paid under this Agreement during the twelve (12) months preceding the claim.

10. INDEMNIFICATION

10.1 Each Party shall indemnify, defend, and hold harmless the other Party from and against third-party claims arising out of the indemnifying Party's breach, negligent acts, or willful misconduct in connection with this Agreement, subject to reasonable procedures for notice and defense.

11. NOTICES

Notices to Client:

Notices to Provider:

11.1 Method. All notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses specified above, and shall be effective upon receipt.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendment. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

12.2 Waiver. No waiver of any term or breach shall be effective unless in writing and signed by the Party granting the waiver. A waiver of any breach shall not be construed as a waiver of any subsequent breach.

12.3 Counterparts. 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 transmitted electronically in printable form shall be effective as originals.

13. DISPUTE RESOLUTION

13.1 Negotiation. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior executives of the Parties.

13.2 Arbitration Option. The Parties may elect binding arbitration by mutual written agreement. Option selected: Arbitration

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

14.2 Entire Agreement. This Agreement, including any Exhibits and Schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions.

14.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

15. MISCELLANEOUS

15.1 Assignment. Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

15.2 Relationship of Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

15.3 Records; Audit. Provider shall maintain records relating to the performance of its obligations under this Agreement for a period of three (3) years and shall permit Client or its representative to audit such records upon reasonable notice and during normal business hours.

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