Business ERM Framework Manual

Business ERM Framework Manual

Parties and Recitals

This Business ERM Framework Manual (the Manual) is entered into effective as of by and between:

Client Name:    Client Address:

Consultant Name:    Consultant Address:

WHEREAS, Client seeks to establish and document an enterprise risk management (ERM) framework to identify, assess, treat, monitor and report risk across the organization; and

WHEREAS, Consultant possesses professional expertise in the design and implementation of ERM frameworks and will develop this Manual to provide operational governance, risk appetite statements, risk taxonomy, processes and controls; and

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows.

Scope of Work

Deliverables and Schedule

Deliverable 1 — Initial risk assessment and draft governance model due by .

Deliverable 2 — Draft Manual due within weeks of project start. Final Manual due within weeks post-approval of draft.

Payment Terms

Late payments shall accrue interest at the rate of on the outstanding balance, calculated monthly, in addition to reasonable collection costs.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. Confidential Information means non-public business, technical and financial information disclosed in any form. The receiving party shall: (a) maintain confidentiality using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information only to perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to those employees, agents or advisors who have a need-to-know and are bound by confidentiality obligations no less protective than those contained herein.

The obligations above do not apply to information that: (i) is or becomes public through no fault of the receiving party; (ii) is lawfully obtained from a third party without obligation of confidentiality; (iii) is independently developed by the receiving party; or (iv) is required to be disclosed by law or valid legal process, provided the receiving party gives prompt notice to the disclosing party to allow it a reasonable opportunity to seek protective measures.

ERM Framework Components

Document Control and Review

Review Frequency (months):

Governing Law; Entire Agreement

Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of , without regard to its choice-of-law rules. The parties submit to the exclusive jurisdiction of the courts located therein for disputes arising under this Agreement.

Entire Agreement: This Agreement, including all attachments and referenced deliverables, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Indemnity and Liability (Summary)

Each party shall indemnify the other for claims arising from its gross negligence or willful misconduct. Consultant's cumulative liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Consultant under this Agreement, except for liability resulting from willful misconduct or breach of confidentiality, which shall not be so limited.

Acknowledgment

By signing below, each party represents and warrants that it has authority to bind the entity identified, that it has read and understands this Agreement, and agrees to perform its respective obligations in good faith and in accordance with applicable law.

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