Business Diligence Template

Business Diligence Template

This Business Diligence Agreement (the "Agreement") is entered into as of by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client seeks to conduct diligence concerning Provider's business, operations, assets, liabilities and contractual relationships for the purpose of evaluating a potential transaction or commercial relationship; and

WHEREAS, Provider is willing to provide access to information and personnel required for customary diligence under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to establish the scope, timing, confidentiality protections, fees and other terms applicable to the diligence engagement.

Scope of Work

DILIGENCE ITEMS

The following categories constitute the primary diligence areas. Provider will make available reasonable documents and personnel relating to the selected items:

Access and Materials

Provider shall furnish reasonable access to designated personnel, documents and data rooms for the limited purpose of performing the diligence described above. Access will be provided at the location(s) and in the manner described below:

Diligence completion target date:

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the diligence services. All fees are exclusive of any applicable taxes unless otherwise stated.

Term and Termination

This Agreement shall commence on the Term Start Date and remain in effect until the Term End Date, unless earlier terminated pursuant to this Agreement.

Term Start Date: Term End Date:

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Termination will not relieve Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnity, payment for accrued obligations and governing law shall survive termination.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public information, documents, analyses and materials provided by the other party (the "Disclosing Party") in connection with diligence (collectively, "Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally available to the public through no act or omission of the Receiving Party; (b) was known to the Receiving Party prior to disclosure as evidenced by written records; (c) is rightfully obtained by the Receiving Party from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for the purpose of conducting the diligence permitted by this Agreement, shall restrict access to its employees, affiliates and advisors having a need to know, and shall implement reasonable security measures to protect Confidential Information from unauthorized use or disclosure. Upon written request or on termination, the Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party and certify in writing that it has complied with such direction.

Representations, Limitations and Indemnity

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that, to the best of its knowledge, the materials provided are not intentionally misleading in any material respect.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages arising from this Agreement. The aggregate liability of a party for direct damages shall not exceed the fees actually paid by Client to Provider under this Agreement. Liability cap:

Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's breach of this Agreement, negligent acts or willful misconduct.

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.

Entire Agreement

This Agreement, together with any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

Notices

Miscellaneous Provisions

Amendments to this Agreement must be in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any prior or subsequent breach.

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