Business Controller Template

BUSINESS CONTROLLER AGREEMENT

This Business Controller Agreement (the Agreement) is made and entered into as of , by and between:

Client Name:

Client Address:

Controller (Service Provider) Name:

Controller Address:

RECITALS

WHEREAS, Client desires to engage Controller to perform financial controller services, accounting oversight, and related managerial financial functions as described herein; and

WHEREAS, Controller represents that it possesses the necessary qualifications, experience, and personnel to perform such services and agrees to provide them under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. SCOPE OF WORK

Services shall include, but are not limited to: maintenance and review of general ledger, preparation of monthly management reports, cash flow management, implementation of internal controls, oversight of financial close, coordination with external auditors, and ad hoc financial analyses as reasonably requested by Client.

2. PAYMENT TERMS

Controller shall submit detailed invoices to Client in accordance with the Payment Schedule. Client shall remit payment within days of invoice date. Payments not made within such period shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by law.

3. TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date (if applicable): .

Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of days after written notice of the breach.

4. CONFIDENTIALITY

Definition: For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other relating to business plans, financial information, trade secrets, customer lists, pricing, or other proprietary information, whether in oral, written, electronic or other form.

Obligations: Controller and Client shall hold Confidential Information in strict confidence, shall not use Confidential Information except as necessary to perform obligations under this Agreement, and shall not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations consistent with this Agreement. Each party shall exercise at least the same degree of care to protect the other party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information shall not include information that (i) is or becomes generally available to the public other than by a breach of this Agreement, (ii) was known to the receiving party without restriction prior to receipt from the disclosing party, or (iii) is rightfully obtained from a third party without breach of any obligation of confidentiality.

5. INDEPENDENT CONTRACTOR; INSURANCE

Controller is an independent contractor and not an employee, agent, or partner of Client. Controller shall be solely responsible for all applicable taxes, withholdings, and other statutory obligations. Controller shall maintain professional liability insurance and any other coverage reasonably required by Client; evidence of such insurance shall be provided upon request.

6. WARRANTIES; LIMITATION OF LIABILITY

Each party represents and warrants that it has full power and authority to enter into this Agreement. Controller warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except for the foregoing express warranties, the services are provided "AS IS" and neither party makes any other warranties, express or implied. In no event shall either party be liable for consequential, incidental, special, or punitive damages, and each party's aggregate liability arising out of or related to this Agreement shall not exceed the total compensation paid to Controller under this Agreement in the prior twelve (12) months.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, work product created by Controller in the performance of services under this Agreement shall be owned by Client upon full payment of amounts due. Controller retains ownership of its pre-existing methodologies, tools and templates, and grants Client a non-exclusive, royalty-free license to use such materials solely in connection with the deliverables.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the governing jurisdiction specified above without regard to its conflicts of law principles.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now