Business Clean Up Engagement Letter

Business Clean Up Engagement Letter

Date:

Parties

Recitals

WHEREAS, Client Name: seeks remediation, reconciliation and organization of certain business records, accounting data and administrative processes to restore accurate financial and corporate records; and

WHEREAS, Service Provider Name: has the expertise and capacity to perform the described cleanup services on the terms set forth below; and

WHEREAS, the parties desire to set forth their respective roles, responsibilities and the terms governing the engagement.

Scope of Work

The Service Provider will perform the work set forth below. The parties acknowledge that this engagement is limited to the expressly stated tasks and deliverables. Any additional work will require a written change order.

Payment Terms

Client agrees to pay Service Provider the fees specified below for the performance of the Scope of Work. Fees are exclusive of applicable taxes and any third-party costs unless otherwise specified.

Invoices are payable within days of invoice date. Overdue amounts will accrue interest at the lesser of: (i) per month; or (ii) the maximum rate permitted by law.

Client acknowledges that if Client fails to provide timely access to records or personnel, resulting delays may lead to additional fees billed at Service Provider's standard hourly rates.

Term and Termination

This engagement commences on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this engagement for convenience upon prior written notice of days to the other party. Either party may terminate immediately for material breach by the other party that is not cured within days after written notice specifying the breach.

Upon termination, Client will pay Service Provider for all services performed and expenses incurred through the effective termination date, including reasonable wind-down costs.

Confidentiality

Each party agrees to hold in confidence and not to disclose or use, except in performance of this engagement, any non-public, confidential or proprietary information of the other party ("Confidential Information"). Confidential Information does not include information that is or becomes generally available to the public through no act or omission of the receiving party, or that is rightfully received from a third party without breach of an obligation of confidentiality.

The receiving party may disclose Confidential Information to the extent compelled by law, provided it gives the disclosing party prompt notice and cooperates in any lawful effort to limit or contest the disclosure.

Limitation of Liability & Indemnity

Except for breaches of confidentiality or willful misconduct, the Service Provider's aggregate liability under this agreement shall be limited to the fees actually paid by Client for the specific services giving rise to the claim. Neither party shall be liable for consequential, incidental, special, or punitive damages. Client shall defend, indemnify and hold Service Provider harmless from third-party claims arising from Client's misuse of deliverables or from Client's inaccurate records provided to Service Provider.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

Entire Agreement

This letter, together with any attachments or written change orders signed by both parties, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations or understandings, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

Acceptance

If the terms set forth in this letter are acceptable, please execute below. Execution may be by electronic or manual signature and, once delivered, binds the parties hereto.

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