Business Audit Review Template

BUSINESS AUDIT REVIEW AGREEMENT

This Business Audit Review Agreement (the Agreement) is made effective as of between Client Name: with address (Client), and Auditor Name: with address .

WHEREAS

WHEREAS, Client conducts business operations and requires an independent review of specified financial, operational and compliance matters for the period identified in Section 6 below; and

WHEREAS, Auditor is duly qualified and experienced to perform a business audit review and has agreed to provide professional review services to Client under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Auditor will perform a limited review of the areas identified below and will apply review procedures agreed by the parties. The review will be limited in nature and will not constitute an audit or an expression of an audit opinion.

OBJECTIVES & METHODOLOGY

The objectives of the review are to identify material issues in the specified areas, to provide factual findings and to offer practical recommendations. Auditor will design procedures proportional to the objectives and scope agreed herein.

DELIVERABLES

Auditor shall deliver a written Business Audit Review Report summarizing procedures performed, findings, conclusions, and recommended remedial actions. Any interim memoranda or working papers remain the property of Auditor but may be made available to Client upon request.

CLIENT RESPONSIBILITIES

Client will provide timely access to personnel, records, facilities and other information reasonably required for Auditor to perform the review. Client represents that provided information will be complete and accurate to the best of its knowledge.

PAYMENT TERMS

Client shall pay Auditor fees as set forth below. Fees are due in accordance with the invoicing schedule and are exclusive of any applicable taxes or expenses unless otherwise stated.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until completion of services or the End Date, unless earlier terminated as provided below.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the intended termination date. Termination for cause may be immediate where a material breach remains uncured following ten (10) days written notice.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential and shall not disclose to any third party any Confidential Information received from the other party (Discloser) except as required by law. "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient shall use Confidential Information solely for the performance and enforcement of this Agreement.

The obligations in this section do not extend to information that (a) is or becomes publicly available through no fault of Recipient; (b) is rightfully received from a third party without breach of an obligation of confidentiality; or (c) is independently developed by Recipient without use of Discloser’s Confidential Information. Breach of confidentiality shall entitle Discloser to injunctive relief in addition to any other remedies at law or in equity.

LIMITATIONS; INDEPENDENCE

The review engagement described herein is limited in scope. Auditor will perform review procedures appropriate to the objectives but will not perform an examination or audit under generally accepted auditing standards. Accordingly, Auditor will not express an opinion and will not provide assurance beyond the scope of the agreed review.

Auditor represents that it will maintain independence with respect to the Client to the extent required by applicable professional standards. Auditor Independence Confirmed

FINDINGS & RECOMMENDATIONS

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including all schedules and scopes of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special or punitive damages. Auditor's aggregate liability for claims arising under this Agreement shall not exceed the total fees paid by Client to Auditor under this Agreement.

NOTICES

All notices, requests or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party may designate by notice to the other.

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