Regulatory Document Template

REGULATORY DOCUMENT TEMPLATE

This Regulatory Services Agreement (the "Agreement") is entered into as of , by and between:

WHEREAS

WHEREAS, Client requires regulatory compliance, advisory and filing services related to regulatory_matter: and seeks to retain Service Provider to provide such services under the terms set forth herein;

WHEREAS, Service Provider represents that it possesses the professional qualifications, experience and regulatory knowledge necessary to perform services in accordance with applicable regulatory standards, including those described as applicable_regulations:

WHEREAS, the parties desire to set forth their respective rights and obligations in writing;

SCOPE OF WORK

Service Provider will perform regulatory advisory, preparation, filing, liaison and related services as described below. Specific deliverables, milestones and acceptance criteria shall be set out in the Scope of Work.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimbursements described below in exchange for the services rendered. Fees are exclusive of taxes unless otherwise specified.

Late fee stated above shall accrue from the due date until paid and shall be without prejudice to Service Provider's right to suspend performance for unpaid fees following ten (10) days' written notice to Client.

TERM AND TERMINATION

This Agreement commences on the start date below and continues until the end date below, unless earlier terminated in accordance with this Section.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above. Termination for convenience by either party requires prior written notice as set forth above. Upon termination, Client shall pay Service Provider for all services performed and reasonable, documented costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential at the time of disclosure or that reasonably should be understood to be confidential. Confidential Information excludes information that is: (a) already known to the recipient without obligation of confidentiality; (b) or becomes generally available to the public through no breach by the recipient; (c) or is lawfully obtained from a third party without restriction.

Receiving party shall maintain in confidence and shall not disclose Confidential Information except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Receiving party shall use Confidential Information only to perform its obligations under this Agreement. Upon termination or upon request, receiving party shall promptly return or destroy Confidential Information and certify such return or destruction in writing.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate or other power and authority to enter into and perform this Agreement and that performance of this Agreement will not violate any agreement to which it is a party. Service Provider represents that its services will be performed in a professional and workmanlike manner consistent with industry standards.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, disputes shall be resolved in the state or federal courts located in the selected jurisdiction.

INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any losses, liabilities, damages or expenses (including reasonable attorneys' fees) arising out of claims to the extent caused by the indemnifying party's breach of this Agreement, negligence or willful misconduct in the performance of its obligations.

ENTIRE AGREEMENT

This Agreement, including any attachments and executed statements of work referenced herein, 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. No amendment or modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the notice addresses provided below or to such other address as a party designates by notice. Notices are effective upon personal delivery, one (1) business day after delivery by overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

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