Business FIS Report

BUSINESS FIS REPORT

Parties and Report Identification

Client Name:

Report Reference ID:     Report Date:

Recitals

WHEREAS, Client has engaged Consultant to prepare a Business Financial Integrity and Security report (the Report) to evaluate financial controls, identify risks, and recommend remedial measures with respect to the business operations identified below; and

WHEREAS, Consultant possesses the professional qualifications, expertise and experience necessary to perform the services described in this Report and to deliver findings and recommendations in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and other terms that will govern preparation, delivery and use of the Report.

Subject Business

Tax Identification Number:

Scope of Work

Consultant will perform a focused Business Financial Integrity & Security (FIS) assessment consisting of the tasks described below. The scope is limited to the business units and records expressly listed in this Report and excludes audits of historical financial statement opinion unless separately engaged.

Report Summary and Findings

Risk Rating: Low Medium High

Payment Terms

Consultant shall be compensated for the services described in this Report in accordance with the following terms. Payment obligations are independent of the ultimate findings and do not constitute acceptance of liability for undiscovered conditions.

Late Fee: If any undisputed amount is not paid within thirty (30) days of the invoice date, a late fee of will accrue, together with interest and collection costs as permitted by law.

Term and Termination

This Agreement and the obligations to prepare and deliver the Report commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this engagement for convenience upon written notice delivered at least days prior to the effective termination date. Termination for cause may be effected immediately upon written notice where the other party materially breaches a material obligation and fails to cure within fifteen (15) days of receipt of written notice.

Confidentiality

Each party acknowledges that in the course of performing obligations under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential. Each party shall: (a) use Confidential Information solely for the purposes of performing this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as this clause.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except to the extent disclosure is required by law or regulation, in which case the receiving party shall provide prompt notice to the disclosing party to permit protective measures.

Governing Law

This Agreement and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction.

Limitation of Liability and Disclaimers

Consultant's services are advisory in nature. Consultant shall perform services with reasonable care and skill but does not warrant that the Report will identify every weakness or prevent future loss. Except as expressly provided in a separate written agreement, Consultant's aggregate liability for any claim arising out of or related to this Agreement shall be limited to direct damages not to exceed the total fees paid to Consultant under this Agreement. Neither party shall be liable to the other for consequential, incidental, special or punitive damages.

Entire Agreement

This document, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Certification

The undersigned certify that they are authorized representatives of their respective parties, that the information contained in this Report is true and complete to the best of their knowledge, and that they accept the terms set forth in this Agreement.

Acceptance

By signing below, the parties acknowledge receipt of this Report and agree to be bound by its terms. Execution by electronic signature, facsimile or scanned signature shall have the same force and effect as an original signature.

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