Terms & Conditions

SCP is not a law firm. It provides consulting services related to banking compliance matters. It is not engaged in the practice of law and does not provide legal services. As such, the rules of legal ethics and/or professional responsibility that govern attorney-client relationships do not apply to the services provided by SCP.

From time to time, Mitchell Sandler lawyers may be engaged by SCP as contractors to assist in providing the covered services as provided within the Scope of Work. Such assistance by Mitchell Sandler attorneys does not create any contractual or other relationship between you and Mitchell Sandler . By signing this engagement, you are engaging SCP only. In other words, there is no contractual duty created between you and Mitchell Sandler as a result of your engagement of SCP. In order to have any relationship with Mitchell Sandler , you must do so by entering into a separate engagement letter with Mitchell Sandler . Your engagement of SCP does not create any legal recourse whatsoever to Mitchell Sandler .

All materials, communications and information exchanged between you and SCP and/or otherwise received by SCP in connection with this engagement will be maintained as confidential and will not be disclosed to third parties without the Client’s consent, except as may be required by law, regulation, or judicial or administrative process. You should be aware that when an attorney is involved in discussions regarding non-legal matters, generally the rules of attorney client privilege do not apply. Since SCP does not provide legal advice, discussions with attorneys provided to you as part of the provision of SCP services will generally not be considered privileged. Should Client wish to discuss something of a privileged nature with counsel, it should do so by separate engagement.

Beginning on the first day of the first month immediately following the selection of the Scope of Work and acceptance of these Terms and Conditions (each a “Payment Date”), Client shall pay to SCP the Monthly Fee, in advance. The “Monthly Fee” shall be fixed for the first twelve Payment Dates as set forth in the selected Scope of Work. SCP retains the unilateral right to increase the amount of the Monthly Fee following expiration of the first twelve Payment Dates by giving 45 days prior written notice of the payment increase to Client. If Client chooses not to accept the increase, Client may terminate this engagement, as set forth below. Each Monthly Fee shall be paid through an automatic payment/deduction established prior to or contemporaneous herewith.

For any services not listed in the Scope of Work (collectively, the “Separate Services”), fees will be invoiced upon terms and conditions set forth in a separate engagement letter. Client will be advised in advance and Client approval will be obtained in writing prior to performance of any Separate Services.

During the course of our consulting services we may be required to incur certain expenses on your behalf, and the nature of and extent of such expenses will vary with the nature of the services provided.

The relationship between the parties and the obligations and responsibilities set forth in these Terms and Conditions and/or Scope of Work remain in effect until terminated by the parties, as provided below:

a. At any time by mutual consent of the parties in writing effective as provided therein;

b. At any time in the event of a breach of the Terms and Conditions and/or Scope of Work by SCP which continues for a period of 15 days after written notice thereof from Client to SCP;

c. At any time following expiration of 12 calendar months after selection of Scope of Work and acceptance of these Terms and Conditions, upon 30 days written notice to SCP; and

d. At any time for any reason by SCP upon written notice to Client

e. At any time if SCP identifiably fails to provide the services identified in the Scope of Work in a reasonably satisfactory manner, after Client provides specific notice of and describes such deficiencies in particularity and SCP has 30 days’ opportunity to cure such deficiencies.

The foregoing notwithstanding, Client may terminate this engagement prior to the twelfth Payment Date by delivering to SCP, together with written notice of termination, payment of Client’s remaining balance to the date of termination, together with an amount equal to the remaining amount that Client would have paid to SCP had Client not terminated this engagement prior to the twelfth Payment Date. In the event of any termination, Client shall pay any remaining balance owed on its account for Separate Services.

In its role as your outsourced compliance consultant, SCP may need to utilize the services of external entities to provide audit reports, such as quality control reports, statistical analysis and other similar data or reports. Client will be advised when and how such outside services may be required, and Client will have the option of contacting and engaging such parties on its own. All such outside parties will be engaged by Client, by separate engagement letter directly with such parties, and at Client’s sole expense.

You are responsible for providing SCP with timely access to any and all materials and/information for SCP to perform and complete the Scope of Work. SCP is entitled to rely upon the data and completeness and accuracy of all data, quality control reports, statistical analyses and any other information provided by Client or from third parties on Client’s behalf. SCP is not responsible for auditing or assessing the accuracy/completeness of the data or information provided to it by or on behalf of Client. It is Client’s responsibility to advise SCP of any material occurrences that could have any impact on or relate to the Scope of Work or other
compliance related matters. SCP may assume that Client and Client’s employees will follow and adhere to all instructions, advice, policies and procedures provided by SCP.

Client agrees that during all periods where they are actively receiving SCP’s services and for a period of 24 months thereafter, Client will not, directly or indirectly, hire or attempt to induce any SCP staff to leave SCP or become employed by you or any other entity and will not in any manner interfere in SCP’s relationships with any of its staff. In the event of breach of this paragraph, Client will pay to SCP, upon demand, a sum of money equal to one year’s cash compensation of such staff member(s), including salary and bonuses, at the rate in effect as of the time of their termination of employment with SCP.

All parties to this Agreement agree and acknowledge that this Agreement and the services to be provided arising out of this Agreement are strictly for the benefit of Client, and are not for the benefit of any third parties and that there are no actual or anticipated third party beneficiaries to this Agreement nor any actual or anticipated third party beneficiaries or third parties relying upon the services to be provided by SCP. Without the prior written consent of SCP, Client may not share, publish or otherwise release to third parties any materials, reports or other information generated or provided by SCP in the course of this engagement, except to the extent necessary to effectively maintain compliance with applicable laws and regulations. Client’s obligations under this paragraph shall continue in force following the termination of this Agreement. Opinions and advice rendered by SCP to Client hereunder may not be relied upon by any other persons without the prior express written approval of SCP. Upon any assignment or any change in ownership of Client or merger of Client with another party, this Agreement shall be voidable at the election of SCP.

Client shall defend, indemnify, and hold harmless SCP and its agents, officers, contractors, attorneys and employees from claims which may be asserted by reason of or in connection with the services contemplated by this Agreement, other than such claims resulting from the gross negligence or willful misconduct of SCP, including without limitation any and all claims by any party claiming a right through Client or otherwise as a result of such party’s relationship with Client, including but not limited to rights of recovery and/or subrogation.

SCP owns all intellectual property rights to any written product delivered by SCP to Client during the term of this engagement, including but not limited to, reports, executive summaries, regulatory compliance policies, strategies, procedures or guidelines (such items are collectively referred to as the “Documentation”) are and shall be the sole and exclusive property of SCP. Client shall not acquire any Intellectual Property Rights in or to the Documentation or any portion thereof. Client shall not remove or alter any notices of SCP’s Intellectual Property Rights from any Documentation. If Client becomes aware of any use by a third party which is unauthorized or which would constitute an infringement of or interference with any of SCP’s Intellectual Property Rights, it shall promptly notify SCP and reasonably cooperate with SCP for any legal action which SCP may undertake in response to such infringement. As used herein, “Intellectual Property Rights” means trade secrets, patents, copyrights, inventions, trademarks, knowhow, moral rights and other intellectual property rights of any type relating to the work product delivered by SCP to Client pursuant to this engagement (whether or not such items are reduced to practice) under the laws of any governmental authority, including all applications and registrations relating to any of such forms of intellectual property. Neither Client nor any of its employees, representatives or agents shall, at any time, directly or indirectly take any action inconsistent with SCP’s proprietary interest in such work product (including, without limitation, the Documentation). Client may not and shall not use, share or publish any of the Documentation except for its own internal purposes to ensure its own compliance with applicable laws and regulations. To the extent any Documentation includes content that is generated and provided exclusively by Client to SCP (“Client Content”), Client hereby represents it is authorized to provide such items to SCP for inclusion in the Documentation and hereby provides to SCP, its affiliates, employees and representatives, an irrevocable, a non-exclusive, nontransferable, limited, perpetual, royalty-free license to use the Client Content solely in order to develop and deliver the Documentation. Client hereby also authorizes SCP to identify Client’s name for promotional purposes on a list of SCP’s clients.

This Agreement shall be interpreted, construed and enforced in strict accordance with the laws of the State of Maryland as it applies to contracts made and fully performed therein. The parties consent to the jurisdiction and venue of the courts of the State of Maryland, and of the United States District Court for the Northern
District of Maryland, if diversity of citizenship exists.

Should it ever become necessary for us to take legal action to collect our fees and/or any expenses due under this Agreement, Client agrees to reimburse us fully for all costs of collection, including, but not limited to, reasonable attorneys’ fees and a late fee on the unpaid balance to be calculated at the rate of twelve percent (12%) per annum.