Business Monitor Template

Business Monitor Template

Parties

This Business Monitoring Services Agreement (the "Agreement") is entered into on the Effective Date set forth below by and between:

Effective Date: .

Recitals

WHEREAS, Client operates a business and requires independent monitoring of certain business operations, compliance activities, records and controls to ensure adherence to agreed standards and remedial measures;

WHEREAS, Monitor is engaged in the business of providing monitoring, review, reporting and advisory services and possesses the professional qualifications and independence necessary to perform such services; and

WHEREAS, Client desires to engage Monitor, and Monitor agrees to perform monitoring services under the terms and conditions set forth in this Agreement.

Scope of Work

Monitor will provide monitoring services including, without limitation, periodic reviews, on-site inspections, interviews of personnel, document review, testing of controls, preparation of written reports, and recommendations for remedial action as reasonably required to evaluate Client's compliance with the matters identified by the parties.

Payment Terms

Client shall pay Monitor the fees and reimbursements set forth below for services performed under this Agreement.

Late payments shall accrue interest at on the overdue amount, compounded monthly, plus recovery costs and reasonable attorneys' fees incurred by Monitor in collecting overdue amounts.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, will continue until the End Date set forth below or until the completion of the services described herein.

Start Date: ; End Date: .

Either party may terminate this Agreement for material breach by the other party upon written notice and a reasonable cure period of days, where applicable. Termination shall not relieve Client of its obligation to pay for services performed and reimbursable expenses incurred prior to the effective date of termination.

Confidentiality

Monitor acknowledges that in the course of performing services it may receive or have access to confidential or proprietary information of Client ("Confidential Information"). Monitor shall (i) hold all Confidential Information in strict confidence; (ii) refrain from using Confidential Information for any purpose other than performing its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, advisors or subcontractors who have a need to know and who are bound to protect confidentiality on terms at least as restrictive as those herein. Confidential Information does not include information that is or becomes publicly available other than as a result of Monitor's breach of this Agreement, or that is rightfully received by Monitor from a third party without restriction.

Upon expiration or termination of this Agreement, Monitor shall promptly return or destroy all tangible Confidential Information and certify in writing, upon Client's request, that it has complied with this obligation, except to the extent retention is required by law or professional standards.

Liability; Indemnification; Insurance

Monitor shall perform services with the degree of care and skill ordinarily exercised by monitoring professionals performing similar services. Except for willful misconduct or gross negligence, Monitor's aggregate liability arising out of or related to this Agreement shall be limited to the total fees paid by Client to Monitor under this Agreement. Client shall indemnify and hold Monitor harmless from third-party claims arising out of Client's failure to disclose material facts or from Client's own acts or omissions.

Monitor shall maintain professional liability insurance in amounts customary for its profession and shall provide evidence of such insurance on written request.

Independent Contractor; No Agency

Monitor is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture or agency relationship between the parties. Monitor has no authority to bind Client except as expressly provided in writing.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Entire Agreement; Amendments

This Agreement, including all exhibits and schedules referenced herein, 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 written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Certifications

Each party represents and warrants that it has full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing below is authorized to execute this Agreement on behalf of such party.

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