Legal Required Document

LEGAL REQUIRED DOCUMENT

This Legal Required Document (the "Agreement") is entered into this the day of , , by and between Client Name: with principal address at (\"Party A\") and Provider Name: with principal address at (\"Party B\").

Recitals

WHEREAS, Party A requires that certain documents, certifications and records necessary to demonstrate legal compliance, regulatory conformance and contractual performance be prepared, retained and provided to Party B as set forth herein;

WHEREAS, Party B performs functions and/or provides goods or services that are subject to statutory, regulatory or contractual legal requirements and agrees to comply with such requirements and to certify compliance in the manner described in this Agreement;

WHEREAS, the parties desire to set forth the obligations, recordkeeping standards, audit rights and indemnities that shall govern their exchange of required documents and certifications.

Now Therefore

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

1. Definitions

1.1 "Confidential Information" means all non-public business, technical, financial or other information disclosed in writing, orally or by inspection, including but not limited to required documents, compliance certifications, internal policies, and records that are identified as confidential or that by their nature should reasonably be considered confidential.

1.2 "Legal Requirement" means any statute, regulation, ordinance, rule, administrative order, judicial decree, or contractual obligation applicable to the performance of the parties under this Agreement.

2. Compliance Obligations

2.1 Party B shall prepare, maintain and deliver such documents, certifications, attestations and supporting records as are necessary to demonstrate compliance with all applicable Legal Requirements identified by the parties and in accordance with the timeframes set forth in this Agreement.

2.2 Party B will promptly notify Party A in writing of any event, violation, deficiency or regulatory action that could reasonably be expected to affect Party B's compliance status with respect to obligations under this Agreement. Notification shall be provided within business days of discovery of such event.

3. Representations and Warranties

3.1 Each party represents and warrants that it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

3.2 Party B represents and warrants that all documents and certifications delivered under this Agreement shall be true, correct and complete in all material respects and shall fairly present the matters to which they relate.

4. Confidentiality and Use of Documents

4.1 Each party shall treat Confidential Information received from the other party as confidential and shall not disclose, disseminate, sell or otherwise make available such Confidential Information to any third party except (a) to its employees, officers, directors, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein, or (b) as required by Legal Requirement or valid legal process, provided the receiving party gives prompt written notice to the disclosing party to permit the disclosing party to seek protective measures.

4.2 Use of Confidential Information shall be limited to the performance of obligations under this Agreement and related lawful business purposes.

5. Recordkeeping; Audit Rights

5.1 Party B shall retain all records, documents and supporting materials evidencing compliance with applicable Legal Requirements and with this Agreement for a period of from the date the relevant document or transaction is created.

5.2 Upon reasonable prior written notice, Party A shall have the right, at its expense, to audit Party B's records relevant to compliance with this Agreement during normal business hours. The audit shall be conducted in a manner that minimizes disruption to Party B’s operations. Any confirmed noncompliance identified by an audit shall be cured by Party B at its expense within a mutually agreed timeframe.

6. Indemnification

6.1 Party B shall indemnify, defend and hold harmless Party A and its officers, directors and employees from and against any and all losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Party B's breach of this Agreement, negligent performance, willful misconduct, or failure to comply with applicable Legal Requirements in connection with the subject matter of this Agreement.

7. Term and Termination

7.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of , unless earlier terminated as provided herein.

7.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

8. Notices

Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or such other address as a party may designate in writing.

9. Amendments; Waiver; Counterparts

9.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

9.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered electronically or by facsimile shall be binding for all purposes.

10. Governing Law; Entire Agreement; Severability

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

10.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals and communications, whether oral or written.

10.3 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.

11. Additional Provisions

Party A certifies that the information and documents provided pursuant to this Agreement are true, accurate and complete to the best of its knowledge.

Party B certifies that it shall maintain required records and comply with the obligations set forth herein.

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