Business Assessment Offer

Business Assessment Offer

Offer Date:

WHEREAS

WHEREAS, Assessor Name: is engaged in the business of providing business assessments, diagnostics, and written recommendations to identified clients;

WHEREAS, Client Name: , with primary business address: wishes to engage Assessor to perform a Business Assessment under the terms set forth below;

WHEREAS, the parties desire to set forth the scope, deliverables, fee structure, term and other material terms in a written offer to be accepted by Client.

SCOPE OF WORK

Services will include: identification of business strengths and weaknesses, stakeholder interviews, review of financial and operational data, prioritized recommendations and a written report. Additional services outside the written scope will be treated as change orders requiring written agreement and additional compensation.

PAYMENT TERMS

All fees are exclusive of applicable taxes. Client shall pay invoices within days of invoice date unless otherwise specified. Late payments shall incur interest at the rate of % per month, compounded monthly, or the maximum rate permitted by applicable law, whichever is lower. In addition, Client shall be responsible for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

Term Start Date: and Term End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Offer for convenience upon written notice of days to the other party. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Assessor for all work performed and reimbursable expenses incurred through the effective date of termination, and Assessor shall deliver any completed work product for which payment has been made.

CONFIDENTIALITY

For purposes of this Offer, "Confidential Information" means all non-public business, financial, technical and operational information disclosed by either party to the other in connection with the Assessment. Each party shall: (a) hold Confidential Information of the other in strict confidence using at least the same standard of care it uses to protect its own confidential information but not less than a reasonable standard of care; (b) use Confidential Information solely to perform its obligations under this Offer; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than by breach of this Offer; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of or reference to Confidential Information of the disclosing party. The obligations of confidentiality shall survive termination of this Offer for a period of years.

GOVERNING LAW

This Offer and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes.

ENTIRE AGREEMENT

This Offer, including all attachments and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the Assessment and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL TERMS

Independent Contractor: Assessor is an independent contractor and not an employee, partner, or joint venturer of Client. Assessor is responsible for all taxes and other statutory obligations associated with its performance hereunder.

Limitation of Liability: Except for liability arising from gross negligence or willful misconduct, each party's aggregate liability for any claim arising out of this Offer shall not exceed the total fees paid to Assessor under this Offer.

ACCEPTANCE

To accept this Business Assessment Offer, Client must sign below where indicated. By signing, both parties acknowledge they have read, understand and agree to be bound by the terms set forth in this Offer.

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