Business Diligence Process Template

Business Diligence Process Template

Recitals

WHEREAS, Client Name: (the "Client") seeks to conduct business diligence regarding a proposed business transaction; and

WHEREAS, Service Provider Name: (the "Provider") has experience and capability to perform due diligence services described herein; and

WHEREAS, the parties wish to set forth the scope, process, deliverables, fees and confidentiality obligations associated with the diligence engagement effective as of Effective Date: .

Scope of Work

The Provider shall perform a diligence process comprising document review, interviews, site visits (if necessary), data room review, and preparation of a written diligence report. The Provider will review, at minimum, the following categories as applicable:

Deliverables and Timing

Provider shall deliver a preliminary findings memorandum within Days to Preliminary: calendar days of access commencement and a final diligence report within Days to Final: calendar days thereafter, subject to timely production of requested materials by the Client.

Payment Terms

All fees are due as set forth above. Late payments shall accrue interest at the lesser of Late Fee Rate: or the maximum rate permitted by applicable law. Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with the diligence process, subject to a cap of Expense Cap: unless otherwise agreed in writing.

Term and Termination

Term Start Date: and Term End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered No. of Days Notice: days prior to the effective termination date. Either party may terminate immediately for material breach if such breach remains uncured for Cure Period: days after written notice specifying the breach.

Upon termination, Provider shall deliver to Client all work product prepared to date and shall invoice Client for fees and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose any Confidential Information of the other party (the "Disclosing Party") except to those employees, agents, advisors, or subcontractors having a need to know and who are subject to written confidentiality obligations no less restrictive than those set forth herein. "Confidential Information" includes non-public business, financial, technical and contractual information, data room materials, and any analysis or reports derived therefrom, but does not include information that (a) is or becomes publicly available other than through a breach of this Agreement; (b) was lawfully in the Receiving Party's possession prior to disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is obtained from a third party having the right to disclose such information.

The Receiving Party may disclose Confidential Information to the extent required by law or valid court order, provided the Receiving Party gives the Disclosing Party prompt written notice and reasonable assistance, at the Disclosing Party's expense, in seeking a protective order or other remedy.

Work Product; Use of Findings

All work product, analyses and reports prepared by Provider in connection with this engagement shall be delivered to Client and, except as limited by confidentiality obligations, Client may use such deliverables for its internal evaluation and decision-making purposes only. Provider retains ownership of its methodologies and pre-existing tools; Client receives a limited, non-exclusive right to use deliverables solely for the purposes described herein.

Representations and Warranties; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Provider represents that it will perform services with reasonable professional care. EXCEPT FOR THE FOREGOING, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, WHICH SHALL NOT BE LIMITED.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of laws principles. The parties shall first attempt to resolve disputes amicably through good-faith negotiations, and if unresolved, disputes shall be resolved in the state or federal courts located in the chosen jurisdiction.

Notices

Miscellaneous Provisions

Entire Agreement: This Agreement, including exhibits and referenced attachments, 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 written or oral. No amendment shall be binding unless in writing and signed by both parties.

Severability; Waiver: If any provision is held invalid, illegal or unenforceable, the remainder shall remain in full force and effect. Failure or delay in exercising any right shall not be deemed a waiver of that right.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, sale of substantially all assets, or similar change of control, provided the assignee assumes the assigning party's obligations hereunder.

Acknowledgments

The undersigned representatives certify that they have the authority to bind their respective parties to this Agreement, that they have read and understand the terms herein, and that they accept the responsibilities and obligations set forth in this document.

Sign Now