Business LDI Document

Business LDI Document

This Business Loss Development and Investigation Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires specialized loss development, investigation, and analytical services to quantify, document, and report business loss exposure arising from events described in this Agreement; and

WHEREAS, Service Provider represents that it has the personnel, expertise, and systems necessary to perform loss development investigations, compile supporting documentation, and prepare technical reports in accordance with accepted industry practice; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment, confidentiality, and disposition of investigative materials.

SCOPE OF WORK

Service Provider shall provide the services set forth below. Services shall include, without limitation, fact investigation, data collection, chronological development of loss history, expense development, preparation of technical memoranda and reports, and consultation related to loss quantification and claims strategy. Specific tasks, deliverables, and milestones are described by the parties as follows.

PAYMENT TERMS

Client agrees to compensate Service Provider for services performed under this Agreement in accordance with the following fee structure and schedule.

Any undisputed invoice not paid within days of the invoice date shall incur interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to collect past due amounts.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective termination date. Upon termination for convenience, Client shall pay Service Provider for all services performed and documented costs incurred through the effective date of termination.

Either party may terminate this Agreement immediately for material breach if the breaching party fails to cure the breach within 15 days after receiving written notice of the breach. Material breach includes, but is not limited to, failure to perform material obligations, insolvency, or unlawful conduct materially affecting performance.

CONFIDENTIALITY

Each party acknowledges that, in the course of performing this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, technical, claims-related, or other information disclosed in any form that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances.

Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, consultants, or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Confidentiality obligations shall survive termination of this Agreement for a period of five years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND REPORTS

All original documents, reports, work product, analyses, and deliverables prepared by Service Provider specifically for Client under this Agreement shall be delivered to Client upon payment in full. Service Provider retains ownership of proprietary methodologies, templates, software, and background materials that were developed independently of this engagement. Client is granted a non-exclusive, non-transferable license to use delivered reports for Client's internal business and claims purposes; any other use requires Service Provider's prior written consent.

LIMITATION OF LIABILITY

Except for claims arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Service Provider under this Agreement. In no event shall either party be liable for consequential, incidental, punitive, or special damages.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a sale of substantially all of its assets or a merger to which it is a party. Notices: All notices required or permitted shall be in writing and delivered to the address specified by each party in writing.

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