Business GU Report

Business GU Report

Parties and Identification

Recitals

WHEREAS, Client Name: is engaged in business and requires an independent Business GU Report to evaluate operational controls, governance and underwriting-related practices; and

WHEREAS, Service Provider Name: represents that it has the necessary expertise to perform the Business GU Report under the terms set forth herein; and

WHEREAS, the parties agree that this Report and the services rendered pursuant to it shall be governed by the terms of this Agreement effective as of the Effective Date: .

Agreement

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Client and Service Provider agree as follows.

Scope of Work

Service Provider shall perform a Business GU Report, which shall include assessment of governance structures, underwriting controls, risk identification, sample testing of procedures, and preparation of a written report setting forth findings and recommendations. Deliverables shall include the final Report and an executive summary.

Financial statements
Internal policies and procedures
Sample underwriting files
Other (describe below)

Findings and Recommendations

Payment Terms

As consideration for the Services, Client shall pay Service Provider the fees set forth below. All fees shall be invoiced in accordance with the schedule below and are payable in United States dollars unless otherwise agreed in writing.

Late payments shall bear interest at the lesser of (i) the rate of % per month or (ii) the maximum rate permitted by law, assessed from the invoice due date until paid. In addition, Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed work and an invoice for services rendered through the date of termination. Client shall pay all undisputed amounts within the Payment Terms set forth above.

Confidentiality

Each party (the Receiving Party) shall keep confidential all non-public information disclosed by the other party (the Disclosing Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party; (b) was known by the Receiving Party prior to disclosure by the Disclosing Party; (c) is received from a third party without similar restriction and without breach of an 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 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. Upon termination or request, the Receiving Party shall return or destroy Confidential Information and certify such return or destruction in writing.

Notwithstanding the foregoing, either party may disclose Confidential Information to the extent required by law, provided that the disclosing party gives the other party prompt written notice and cooperates reasonably in any lawful effort to limit disclosure or obtain confidential treatment.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law rules.

Limitations of Liability

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for incidental, consequential, special, punitive or indirect damages. The aggregate liability of Service Provider for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

Entire Agreement and Amendments

This Agreement 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 oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Certifications

The undersigned certify that they are duly authorized to execute this Agreement on behalf of the party for which they sign and that the information contained in this Report and accompanying materials is true and accurate to the best of their knowledge.

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