Business Anti-Corruption Evaluation Form

Business Anti-Corruption Evaluation Form and Agreement

Client Name:    Evaluator Name:

Client Address:

RECITALS

WHEREAS, Client operates a business and requires an independent evaluation of its policies, controls and practices to assess exposure to corruption and bribery risk in connection with Client's operations and third-party relationships; and

WHEREAS, Evaluator is qualified to perform anti-corruption assessments and has agreed to perform the evaluation described in this Agreement under the terms set forth below; and

WHEREAS, the parties intend that the results of the evaluation, any findings, and remediation recommendations be provided to Client and that certain obligations, including confidentiality and payment, be governed by the terms of this Agreement.

SCOPE OF WORK

The evaluation shall include, at a minimum: (a) review of written policies and procedures; (b) interviews with key personnel; (c) sample testing of transactions and third-party relationships; (d) assessment of gifts, hospitality and facilitation payments controls; and (e) preparation of a written report with findings and prioritized remediation recommendations.

ANTI-CORRUPTION RISK ASSESSMENT CHECKLIST

Use the checkboxes to indicate whether the item was reviewed and the accompanying comment field to summarize observations.

Policy framework reviewed

Third-party due diligence procedures reviewed

Gifts, hospitality and entertainment controls reviewed

Financial and approval controls reviewed

Training, reporting and monitoring mechanisms reviewed

DUE DILIGENCE & THIRD PARTIES

Third-party screening conducted: Yes No

FINDINGS, RISK RATING AND RECOMMENDATIONS

Overall Risk Rating (1 = Low, 5 = High):

PAYMENT TERMS

All fees are exclusive of taxes and disbursements. Fees not paid within the agreed payment period shall accrue the late fee set forth above and may be subject to suspension of deliverables until payment is made in full.

TERM AND TERMINATION

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for days after written notice specifying the breach. Termination does not relieve Client of payment obligations for services rendered up to the effective date of termination.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party in connection with this Agreement and shall not disclose such information except to the extent necessary for the performance of this Agreement or as required by applicable law. Confidential information shall include evaluation reports, findings, remediation plans and supporting documentation. Recipient shall exercise at least the same degree of care to protect Confidential Information as it uses for its own confidential information but not less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for a period of years.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws selected by the parties: State/Province: ; Country:

This Agreement, including any attachments and the evaluation deliverables identified herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior representations, understandings, and agreements, whether written or oral.

CERTIFICATIONS

Client hereby certifies that the information provided to Evaluator for purposes of this engagement is true, complete and accurate to the best of Client's knowledge and that Client will promptly notify Evaluator if it becomes aware of any material inaccuracies.

Evaluator certifies that it will conduct the evaluation in a manner consistent with professional standards, maintain objectivity, and disclose to Client any actual or potential conflicts of interest that arise during the engagement.

ACKNOWLEDGMENT OF RECEIPT

By signing below, each party acknowledges that it has read, understands and agrees to the terms of this Agreement and the Scope of Work set forth above, and that the person signing on its behalf is authorized to bind the party.

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