Business Copia Report

BUSINESS COPIA REPORT

Report Identification

Report Effective Date:    Report ID:

Recitals (WHEREAS)

WHEREAS, Client desires an independent analysis and compilation of specific business records and operational data in order to evaluate historical business activities and to produce recommendations for operational and financial improvement;

WHEREAS, Consultant has the professional qualifications, experience, and staff necessary to perform a Business Copia Report (the Report) and to deliver written findings and recommendations in accordance with the terms set forth in this document;

WHEREAS, Client and Consultant agree that the Report shall be prepared pursuant to the scope, payment terms, confidentiality obligations, and governing law set forth below.

Scope of Work

Consultant will compile and analyze business records, financial statements, corporate governance documents, sales records, and management interviews as necessary to produce the Business Copia Report. The Report will include findings of fact, identified deficiencies, and prioritized recommendations. Consultant will not perform audit procedures nor provide assurance on financial statements unless expressly agreed in writing.

Documents Reviewed

Please indicate which categories of documents were made available to Consultant:

Financial statements (audited or unaudited)
Tax returns
Corporate records and minutes
Operational and sales records
Other (describe below)

Payment Terms

Client agrees to compensate Consultant as set forth below. All fees are exclusive of applicable taxes unless stated otherwise.

Unpaid amounts overdue beyond thirty (30) days may accrue interest at the rate specified above and Consultant may suspend delivery of services until invoices are brought current.

Term and Termination

This Agreement commences on the Start Date and continues until completion of the services described in the Scope of Work unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach if the breach remains uncured for the notice period specified above. Termination does not relieve Client of the obligation to pay for services rendered through the effective date of termination.

Confidentiality

Each party shall maintain in confidence all nonpublic information supplied by the other party and designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that is (i) publicly known through no wrongful act of the receiving party; (ii) rightfully received from a third party without restriction; or (iii) independently developed without use of the disclosing party's Confidential Information.

The receiving party may disclose Confidential Information to its employees and professional advisors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those set forth herein. The receiving party may disclose Confidential Information as required by law or by valid order of a court or regulatory authority, provided that the receiving party gives prompt written notice to the disclosing party to allow the disclosing party to seek protective relief.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, Consultant's aggregate liability arising out of or in connection with this Agreement shall not exceed the total fees paid by Client to Consultant under this Agreement. In no event shall Consultant be liable for consequential, incidental, special, or punitive damages.

Report Findings & Recommendations

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state whose name is entered below, without regard to its conflicts of law principles.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing signed by both parties.

Certifications

The undersigned representatives certify that they are authorized to enter into this Agreement on behalf of the respective parties and that the information provided to Consultant for the purpose of preparing the Business Copia Report is, to the best of their knowledge, true, complete, and accurate as of the Effective Date.

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