Risk Management Updates

Risk Management Updates

Recitals

WHEREAS, Client maintains an active risk management program and requires periodic updates to the identification, assessment, mitigation, and reporting of enterprise risks; and

WHEREAS, Service Provider possesses professional experience and personnel qualified to perform risk assessments and to implement or recommend risk mitigation measures; and

WHEREAS, the parties desire to document the scope, deliverables, payment terms, confidentiality obligations, and governing law applicable to the Risk Management Updates to be provided effective as of (Effective Date).

Scope of Work

Service Provider shall prepare and deliver Risk Management Updates in accordance with the terms of this agreement. Deliverables may include but are not limited to updated risk registers, prioritized mitigation plans, control testing results, compliance gap analysis, and presentation of findings to Client's designated stakeholders. Specific tasks, deliverables, and acceptance criteria are described below.

Risk Update Submission

Each Risk Management Update submission shall identify the update effective date: , the name of the preparer: , and the update reference number: .

Operational Financial Compliance Reputational Technical/IT

Payment Terms

Client shall pay Service Provider for the services described in this Agreement as follows. Fees shall be payable in lawful currency and are exclusive of applicable taxes unless otherwise stated.

All invoices shall be due within calendar days of receipt. Overdue amounts shall accrue interest at the lesser of or the maximum rate permitted by law. Client is responsible for reasonable costs of collection, including attorney fees, incurred by Service Provider in collecting overdue amounts.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party, whether written or oral, 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. Confidential Information includes risk registers, mitigation plans, proprietary methodologies, and any non-public business or technical information.

Each party shall: (a) use Confidential Information solely for the purposes of performing this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors, or advisors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those contained herein; and (c) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care. Confidential obligations shall survive termination for a period of years, except for information that qualifies as a trade secret under applicable law, in which case protection shall be maintained to the extent permitted by law.

Governing Law

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

Representations, Warranties and Liability

Each party represents and warrants that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRECEDING THE CLAIM.

Entire Agreement and Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets related to this Agreement.

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