Business Adjustments APS

BUSINESS ADJUSTMENTS APS

Effective Date:

Client Name:     Business Address:

Service Provider Name:     Contact:

RECITALS

WHEREAS, Client operates a business for which certain accounting, operational and financial adjustments, reconciliations and related advisory services are required; and

WHEREAS, Service Provider represents that it is duly qualified and experienced to perform business adjustments, prepare adjustment reports, and implement corrective entries and recommendations in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will perform such business adjustment services and Client will compensate Service Provider.

SCOPE OF WORK

Deliverables shall include but are not limited to: adjustment ledger entries, reconciliations, variance analyses, and a final Adjustment Report. Client will provide reasonable access to financial records, personnel and systems as required for Service Provider to perform the Scope of Work.

PAYMENT TERMS

All amounts are payable in United States dollars unless otherwise agreed in writing. Invoices are due according to the Payment Schedule. Unpaid amounts shall accrue interest at the Late Payment Fee rate, and Client shall reimburse Service Provider for collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the Notice Period following written notice. Termination for convenience by Client requires payment of fees for services performed through the effective termination date and any non-cancellable third-party costs reasonably incurred by Service Provider.

CONFIDENTIALITY

Each party shall protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. Confidential Information includes business records, financial data, customer lists, system access credentials, and any non-public information disclosed in connection with the performance of this Agreement.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly available through no wrongful act of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information to the extent required by law, provided it gives prompt written notice to the disclosing party and cooperates to seek a protective order.

Remedies: The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that the non-breaching party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral.

Amendment: Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. Assignment: Neither party may assign or transfer its rights or obligations under 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 sale of its business.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

NOTICES

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