Legal RMC Agreement

LEGAL RMC AGREEMENT

This Legal Risk Management and Compliance Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: ("Client"), and RMC Provider Name: with principal address: ("Provider").

Recitals

WHEREAS, Client desires to retain Provider to perform risk management, compliance advisory, monitoring and related services as described herein; and

WHEREAS, Provider represents that it has the skill, experience and professional capacity to provide such services in accordance with industry standards and applicable law; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement of Provider by Client.

Now, Therefore

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

1. Definitions

1.1 "Services" means the risk management and compliance services to be provided by Provider as described in Section 2 below. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. Scope of Services

Provider will perform the Services described in the scope below. Services shall include assessment, remediation recommendations, policy drafting, compliance monitoring and periodic reporting. The specific deliverables, milestones and acceptance criteria are set forth in the space below.

3. Term

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated in accordance with Section 10.

3.2 Renewal. The Agreement shall automatically renew for successive periods of months unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

4. Compensation

4.1 Fees. Client shall pay Provider fees in accordance with the fee schedule below. Fees are exclusive of applicable taxes unless otherwise required by law.

4.2 Late Payments. Past due amounts shall accrue interest at % per month or the maximum rate permitted by law, whichever is lower.

5. Confidentiality

5.1 Each party shall maintain the confidentiality of Confidential Information of the other party and shall not disclose such information except to employees, contractors or agents with a need to know who are bound by confidentiality obligations no less protective than those herein.

5.2 Duration. The confidentiality obligations under this Section shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets.

6. Intellectual Property

6.1 Work Product. Provider shall retain ownership of pre-existing methodologies, templates and tools. Provider hereby grants to Client a non-exclusive, non-transferable license to use work product delivered pursuant to this Agreement solely for Client's internal business purposes.

6.2 Third-Party Materials. Any third-party materials incorporated into deliverables shall remain subject to the third party's license terms; Provider shall notify Client of any such restrictions prior to incorporation.

7. Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the execution and performance of this Agreement will not violate any agreement or law binding on it, and that it will perform its obligations in a professional and workmanlike manner consistent with prevailing industry standards.

8. Indemnification

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client from and against claims, liabilities, losses and expenses arising from Provider's gross negligence or willful misconduct in the performance of Services.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against claims arising from Client's breach of this Agreement or Client's use of deliverables in a manner not contemplated by this Agreement.

9. Limitation of Liability

Except for liability arising from willful misconduct, gross negligence or a party's indemnification obligations, neither party shall be liable for consequential, incidental or punitive damages. Provider's aggregate liability for direct damages under this Agreement shall not exceed the total fees paid by Client to Provider in the twelve (12) month period preceding the claim or , whichever is greater.

10. Termination

10.1 Termination for Convenience. Either party may terminate this Agreement upon days' prior written notice to the other party.

10.2 Termination for Cause. Either party may terminate immediately upon material breach by the other party that remains uncured after days' written notice specifying the breach.

10.3 Effect of Termination. Upon termination, Provider shall cease work, deliver all completed work product and Client shall pay Provider for all Services performed and expenses reasonably incurred through the effective date of termination.

11. Insurance

Provider shall maintain professional liability/errors & omissions insurance and general liability insurance with limits not less than and shall provide certificates of insurance upon request.

12. Compliance with Laws

Each party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement, including those related to data protection, privacy and export controls. Provider shall notify Client promptly if any deliverable is reasonably believed to cause non-compliance.

13. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by notice in accordance with this Section.

14. Amendments and Waiver

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any remedy or provision shall not constitute a waiver of that provision or any other rights.

15. Governing Law

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.

16. Dispute Resolution

The parties shall attempt in good faith to resolve disputes arising out of or relating to this Agreement through negotiation. If the dispute is not resolved within 30 days, the parties shall submit the dispute to final and binding arbitration in accordance with the arbitration provisions agreed below.

17. Entire Agreement

This Agreement, including all exhibits and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

18. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

19. 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 provided by electronic means shall be binding.

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