IN COMPLIANCE IN ALL MATERIAL RESPECTS
WITH LAWS AND REGULATIONS APPLICABLE TO VENDOR AND/OR CLIENT IN CONNECTION WITH
THE SERVICES; PROVIDED, HOWEVER, IF COMPLIANCE WITH CHANGES IN SUCH LAWS AND
REGULATIONS WOULD MATERIALLY INCREASE VENDOR'S COSTS OF PROVIDING THE SERVICES,
THE PARTIES SHALL PROMPTLY MEET TO CONSIDER THE AVAILABLE OPTIONS, INCLUDING
SHARING OF SUCH COSTS, AND IF A COMMERCIALLY REASONABLE, COST-EFFECTIVE SOLUTION
IS NOT AVAILABLE, CLIENT MAY TERMINATE THIS AGREEMENT PURSUANT TO ARTICLE 3.
EACH PARTY SHALL NOTIFY THE OTHER OF ANY CHANGES IN LAWS AND REGULATIONS WHICH
MAY ADVERSELY IMPACT THE SERVICES AND VENDOR, AND SUBJECT TO THE PRECEDING
SENTENCE, SHALL MAKE ALL CHANGES NECESSARY TO THE SERVICES TO COMPLY WITH ALL
LAWS AND REGULATION.
SECTION 5.4
VENDOR SHALL GENERATE, RETAIN
AND PROVIDE CLIENT WITH SUCH REPORTS, DATA AND FILES IN SUCH FORMATS AS CLIENT
REASONABLY REQUIRES TO COMPLY WITH REQUIREMENTS OF APPLICABLE LAWS AND
REGULATIONS, ITS REGULATORY BODIES AND ITS AUDITORS AND TO DETERMINE COMPLIANCE
BY VENDOR AND CLIENT WITH THEIR OBLIGATIONS HEREIN.
SECTION 5.5
VENDOR, ITS AGENTS AND ITS
REPRESENTATIVES WILL AT ALL TIMES COMPLY WITH CLIENT'S POLICIES REGARDING
OUTSOURCED SYSTEM AND DATA SECURITY, AS THEY EXIST FROM TIME TO TIME AND AS SUCH
POLICIES ARE PROVIDED IN WRITING TO VENDOR.
ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF CLIENT
Client represents and warrants that:
SECTION 6.1
CLIENT IS VALIDLY ORGANIZED AND
EXISTING UNDER THE LAWS OF THE UNITED STATES OF AMERICA AND HAS FULL POWER AND
AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT, WHICH CONSTITUTES A LEGAL,
VALID AND BINDING AGREEMENT OF CLIENT ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
AND TO PERFORM THE SERVICES DESCRIBED HEREIN.
4
SECTION 6.2
THIS AGREEMENT DOES NOT
CONFLICT, BREACH OR CAUSE A MATERIAL DEFAULT OF ITS ORGANIZATIONAL DOCUMENTS OR
ANY AGREEMENTS OR OTHER OBLIGATIONS TO WHICH IT IS A PARTY.
SECTION 6.3
CLIENT IS AND AT ALL TIMES
DURING THE TERM OF THIS AGREEMENT WILL BE IN COMPLIANCE WITH LAWS AND
REGULATIONS APPLICABLE TO CLIENT A VIOLATION OF WHICH MIGHT HAVE A MATERIAL
ADVERSE EFFECT ON VENDOR'S PROVISION OF SERVICES.
ARTICLE 7
RECORDKEEPING AND AUDITS
SECTION 7.1
CLIENT'S AUDITS.
AS REASONABLY
REQUESTED BY CLIENT, OR AS REQUESTED BY CLIENT'S REGULATORS, VENDOR SHALL
COOPERATE WITH CLIENT AND ITS INTERNAL OR EXTERNAL AUDITORS FOR THE PURPOSE OF
CLIENT'S REGULATORY COMPLIANCE WITH RESPECT TO THE PERFORMANCE OF THE SERVICES
PROVIDED BY VENDOR TO CLIENT HEREUNDER.
PROMPTLY FOLLOWING ANY SUCH AUDIT,
WHETHER CONDUCTED BY CLIENT'S INTERNAL OR EXTERNAL AUDITORS, CLIENT WILL
INSTRUCT ITS AUDITORS TO CONDUCT AN EXIT CONFERENCE WITH VENDOR AND PROVIDE
VENDOR AS SOON THEREAFTER AS REASONABLY POSSIBLE A COPY OF EACH REPORT PREPARED
AS A RESULT OF SUCH AUDIT EXAMINATION RELATING TO THE SERVICES, WHETHER IN DRAFT
OR FINAL FORM.
VENDOR SHALL BE GIVEN THE OPPORTUNITY TO REVIEW AND COMMENT ON
ANY REPORTS REFLECTING NEGATIVELY ON THE SERVICES BEFORE SUCH REPORT(S) ARE
FINALIZED.
VENDOR SHALL CAUSE ITS REPRESENTATIVES TO COOPERATE IN THE SAME
MANNER AS VENDER IS REQUIRED BY THIS SECTION.
CLIENT SHALL MAINTAIN THE
CONFIDENTIALITY OF ANY REPORT PERTAINING TO VENDOR