Business Audit Insights

BUSINESS AUDIT INSIGHTS

This Business Audit Insights Agreement (the Agreement) is entered into by and between:

Client Name:     Consultant Name:

RECITALS

WHEREAS, Client operates a business engaged in the operations described in the Scope of Work and requires an independent review of financial, operational and compliance practices to identify risks and improvement opportunities; and

WHEREAS, Consultant possesses experience and expertise in conducting business audits, gap analyses and providing formal insights, recommendations and implementation guidance; and

WHEREAS, the parties desire to set forth the terms and conditions under which Consultant will perform the audit services and deliver written insights to Client effective as of .

SCOPE OF WORK

Consultant will perform a targeted business audit and deliver written findings and prioritized insights. The audit may include, as applicable, review of financial statements, operational controls, process workflows, compliance checkpoints, and management interviews. Specific deliverables and methodology are specified below.

Executive summary report    Detailed audit report    Presentation of findings    Prioritized action plan

PAYMENT TERMS

Client will pay Consultant for services rendered in accordance with the following fees, schedule and billing procedures.

Invoices shall be issued by Consultant and are payable within days of invoice date. Overdue amounts will incur a late fee of per month on the outstanding balance, or the maximum allowed by applicable law, whichever is less.

TERM AND TERMINATION

This Agreement commences on Start Date and continues until End Date unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may immediately terminate this Agreement for material breach if the other party fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Consultant will deliver all completed work and invoices for work performed through the termination date. Client shall pay Consultant for all services rendered and reimbursable expenses incurred up to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by a party (Disclosing Party) to the other party (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including financial data, business plans, customer lists, software, trade secrets, and audit findings.

Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those hereunder, and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of Receiving Party; (ii) was known by Receiving Party prior to disclosure as evidenced by written records; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of Confidential Information.

Upon written request or upon termination of this Agreement, Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that it has done so, except to the extent retention is required by law or reasonable archival practices.

LIMITATIONS AND REMEDIES

Consultant will exercise reasonable professional care in performing services. Except for willful misconduct or gross negligence, Consultant's total liability for any claim arising under or related to this Agreement shall be limited to the fees paid by Client to Consultant for the services giving rise to the claim. Neither party shall be liable for special, incidental or consequential damages.

The parties agree that monetary damages may be inadequate to remedy a breach of the confidentiality obligations and that the non-breaching party will be entitled to injunctive relief in addition to other remedies available at law or in equity.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties will attempt in good faith to resolve disputes through negotiation. If negotiation fails, disputes shall be resolved exclusively in the state or federal courts located in the county where Consultant's principal place of business is located.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments or exhibits signed by the parties, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements, understandings, and representations. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Consultant may assign to an affiliate or in connection with a sale of substantially all of its business.

Independent Contractor: Consultant is an independent contractor. Nothing in this Agreement creates an employer-employee relationship, joint venture, partnership or agency.

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