Legal QARP Agreement

LEGAL QARP AGREEMENT

This Legal QARP Agreement (the Agreement) is entered into as of by and between Client Name: , Client Address: (Client), and Service Provider Name: , Provider Address: (Provider). The Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client requires establishment and maintenance of a Quality Assurance Review Program ("QARP") to ensure that services and deliverables provided by Provider meet agreed quality, compliance and performance standards; and

WHEREAS, Provider represents that it has the personnel, systems and procedures necessary to design, administer and execute the QARP described herein and to report results to Client in a verifiable manner; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will design, implement and maintain the QARP for the benefit of Client.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. DEFINITIONS

For the purposes of this Agreement, the following terms have the meanings set forth below:

(a) "QARP Deliverables" means the reports, audit results, checklists, corrective action plans and other documentation produced by Provider under this Agreement. (b) "Confidential Information" means non-public business, technical and operational information disclosed by one Party to the other in connection with the QARP, whether oral, written or electronic, and identified as confidential or that reasonably should be understood to be confidential given its nature.

2. SCOPE OF QARP

Provider shall design, implement and manage a QARP that includes quality criteria, inspection protocols, sampling methodologies, frequency of reviews, and procedures for corrective action. The initial scope is described as:

Provider shall ensure that the QARP Deliverables identify nonconformities, root causes, recommended corrective actions, and timelines for remediation. Provider's performance under this Section shall conform with the standards specified in Appendix A attached hereto and incorporated by reference.

3. RESPONSIBILITIES OF THE PARTIES

3.1 Provider Responsibilities. Provider shall: (a) perform QARP activities in a professional and workmanlike manner; (b) maintain qualified personnel and retain documentation supporting QARP results for a period of ; (c) deliver QARP Deliverables to Client according to the reporting schedule set forth in Appendix A; and (d) cooperate with Client audits pursuant to Section 7.

3.2 Client Responsibilities. Client shall: (a) provide Provider with timely access to facilities, personnel, systems and records as reasonably necessary to perform QARP activities; (b) designate a primary point of contact:

4. CONFIDENTIALITY

Each Party shall maintain Confidential Information in strict confidence and shall not disclose such information except to its employees, contractors and advisors who have a need to know and who are bound to confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that is or becomes publicly known through no breach by the receiving Party, or that is lawfully received from a third party without restriction. Obligations of confidentiality shall survive termination of this Agreement for a period of .

5. DATA PROTECTION

Provider shall implement and maintain appropriate administrative, technical and physical safeguards to protect Client Data against unauthorized access, alteration, disclosure or destruction. Provider shall promptly notify Client upon becoming aware of any security incident affecting Client Data and shall cooperate in remediation and client notification efforts.

6. INTELLECTUAL PROPERTY

Except for Client Data and Client-owned materials provided to Provider, Provider retains all right, title and interest in any methodologies, tools, software, and know-how used or developed in connection with providing the QARP. Provider grants to Client a non-exclusive, non-transferable, royalty-free license to use QARP Deliverables solely for Client's internal purposes. Any third-party materials or pre-existing intellectual property will be licensed to Client only to the extent expressly set forth in writing.

7. REPORTING, AUDIT RIGHTS AND RECORDS

Client shall have the right to audit Provider's performance of the QARP upon reasonable prior written notice. Provider shall provide access to records, personnel and facilities necessary to verify Provider's compliance. Any such audit shall be conducted during normal business hours and in a manner that does not unreasonably interfere with Provider's operations. Provider shall retain records supporting QARP Deliverables in accordance with Section 3.1.

8. FEES AND PAYMENT

Client shall pay Provider fees as set forth below. Fees are payable within of invoice. Total estimated fees for the initial term: .

9. TERM AND TERMINATION

The Agreement shall commence on the Effective Date and continue for an initial term of unless earlier terminated in accordance with this Section. Either Party may terminate for material breach if such breach remains uncured for thirty (30) days after written notice. Either Party may terminate for convenience upon sixty (60) days' prior written notice, provided that Client shall pay Provider for all work performed through the effective date of termination and any non-cancellable commitments.

10. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider further warrants that the QARP services will be performed in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

11. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Provider's gross negligence or willful misconduct in performance of the QARP. Client shall indemnify Provider for claims arising from Client Data or Client's willful misconduct. The indemnifying Party's obligations are subject to prompt notice and reasonable cooperation from the indemnified Party.

12. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

13. NOTICES

All notices under this Agreement shall be in writing and sent to the addresses below (or such other address as a Party may designate in writing) and shall be deemed given upon receipt if delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid.

14. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right will operate as a waiver of that right, and no single or partial exercise of any right will preclude any other or further exercise of that right.

15. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and such invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the Parties' intent.

16. ENTIRE AGREEMENT

This Agreement, including any Appendices and written attachments, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

17. GOVERNING LAW; COUNTERPARTS

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

MISCELLANEOUS

The Parties acknowledge that Provider may use subcontractors to perform certain QARP tasks; Provider shall remain fully responsible for the acts and omissions of its subcontractors. Any provision that by its nature should survive termination or expiration of this Agreement shall so survive, including but not limited to confidentiality, indemnification and limitation of liability.

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