Business Financial Risk Contract

BUSINESS FINANCIAL RISK CONTRACT

This Business Financial Risk Contract (the "Agreement") is entered into as of Effective Date: by and between Company Name: , an entity organized as: Corporation LLC Partnership , with principal address: (\"Company\"), and Risk Management Provider Name: , an entity organized as: Corporation LLC Partnership , with principal address: (\"Provider\"). Company and Provider are each a \"Party\" and together the \"Parties\".

RECITALS

WHEREAS, Company conducts business operations described as: ; and

WHEREAS, Provider is engaged in the business of financial risk analysis, mitigation and advisory services and has represented that it possesses the necessary experience, personnel, and systems to perform the services set forth herein; and

WHEREAS, the Parties desire to set forth the allocation of financial risk, the scope of services, fees and remedies in connection with Company’s exposure to identified financial risks described as: .

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

1. DEFINITIONS

1.1. "Assessment" means Provider’s written analysis of Company’s financial exposures, including methodologies, assumptions, and quantified potential losses. "Confidential Information" has the meaning set forth in Section 8.

2. SCOPE OF SERVICES

2.1. Provider shall perform the services described in Exhibit A: Services Description, which shall include a Risk Assessment, recommendations for mitigation, and assistance with implementation of approved mitigation measures. Provider shall exercise commercially reasonable skill and care in performing the services and shall perform in accordance with industry standards.

2.2. Deliverables shall be provided in writing and shall include a final Assessment to be delivered to Company within days following the effective date of this Agreement unless otherwise agreed in writing.

3. RISK ALLOCATION

3.1. Allocation. Company shall retain responsibility for business decisions and implementation of risk mitigation measures. Provider shall not assume managerial control over Company’s operations. Provider’s role is advisory except where Provider is engaged to implement specific hedging or insurance placement services pursuant to a separate written engagement.

3.2. Transfer Instruments. If the Parties agree that a portion of the financial risk is to be transferred, the Parties shall document such transfer in a separate written instrument specifying the methodology, premiums, coverage limits and effective dates.

4. FEES AND PAYMENT

4.1. Fees. Company shall pay Provider fees in accordance with the fee schedule set forth below and/or in an attached fee exhibit. The initial advisory fee is: . Additional implementation or placement fees will be as agreed in writing.

5. LIMITATION OF LIABILITY

5.1. Except for liability arising from gross negligence, willful misconduct or fraud, Provider’s total aggregate liability to Company for any and all claims arising out of or related to this Agreement shall not exceed the greater of (a) the fees paid to Provider under this Agreement in the twelve (12) months preceding the claim, or (b) .

5.2. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. INDEMNIFICATION

6.1. Company Indemnity. Company shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys’ fees) arising out of Company’s breach of this Agreement, Company’s failure to implement recommended risk controls where such failure materially contributes to the alleged loss, or Company’s fraudulent or willful misconduct.

6.2. Provider Indemnity. Provider shall indemnify, defend and hold harmless Company from claims arising from Provider’s gross negligence, willful misconduct or material breach of this Agreement in performing the services.

7. CONFIDENTIALITY

7.1. Each Party shall maintain in confidence all Confidential Information of the other Party and shall not disclose such information to any third party without prior written consent, except as required by law or to perform the obligations under this Agreement. Confidential Information includes assessments, methodologies, non-public financial data and any information marked or reasonably understood to be confidential.

7.2. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets where protection will be maintained for so long as the information qualifies as a trade secret.

8. TERM AND TERMINATION

8.1. Term. This Agreement shall commence on the Effective Date and continue for an initial term of months, unless earlier terminated as provided herein.

8.2. Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

8.3. Effect of Termination. Upon termination, Company shall pay Provider for all services rendered and expenses incurred through the effective date of termination. Sections concerning confidentiality, limitation of liability, indemnification, governing law and survival shall survive termination.

9. NOTICES

All notices, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at their respective addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight courier.

10. AMENDMENTS; WAIVER

10.1. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties. A waiver of any breach shall not constitute a waiver of any subsequent breach.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of laws principles that would result in the application of the laws of another jurisdiction.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1. This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral.

12.2. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the Parties’ original intent.

13. MISCELLANEOUS

13.1. Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

13.2. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

EXHIBIT A — SERVICES DESCRIPTION (SUMMARY)

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has the full power and authority to enter into this Agreement; (b) the execution and delivery of this Agreement by such Party has been duly authorized; and (c) this Agreement constitutes a valid and binding obligation of such Party enforceable in accordance with its terms.

Sign Now