Business CFIR Template

Business CFIR Template

Recitals

WHEREAS, Service Provider: is engaged in the business of preparing Confidential Financial Information Reports ("CFIRs") and related advisory services; and

WHEREAS, Client Name: desires to retain Service Provider to prepare a CFIR and related deliverables under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows.

CFIR Details

Scope of Work

Service Provider shall prepare a Confidential Financial Information Report (CFIR) that will include, at minimum: a review of available financial statements and supporting documentation; identification of material financial risks and misstatements; analysis of cash flow and liquidity conditions; and recommended mitigation measures. Deliverables shall include one electronic CFIR and one in-person or virtual briefing with Client representatives.

Payment Terms

Client agrees to pay Service Provider the fees described below in consideration of the CFIR and related services.

All fees are exclusive of any applicable taxes. Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in performing the services.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for a period of 15 days following written notice of such breach.

Upon termination, Client shall pay Service Provider for all services performed and reasonable expenses incurred through the date of termination, and Service Provider shall deliver all completed work products and a pro rata invoice for any work in progress.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including financial data, business plans, and the CFIR deliverables. The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as such information qualifies as a trade secret under applicable law. Upon request, the Receiving Party shall promptly return or destroy Confidential Information and certify in writing that it has done so.

Representations; Warranties; Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

Notices shall be given in writing to the contact information provided by each party. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and agree that injunctive relief may be sought in such event.

Miscellaneous Business Information

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