Business PRA Analysis

Business PRA Analysis

This Business PRA Analysis Agreement (the Agreement) is entered into as of by and between (Client) and (Provider).

WHEREAS

WHEREAS, Client operates business activities requiring a structured Process Risk Assessment ("PRA") to identify, evaluate and mitigate operational, compliance, and privacy risks; and

WHEREAS, Provider represents that it has the technical expertise, personnel, and methodologies necessary to perform a comprehensive PRA Analysis and to deliver the deliverables described herein; and

WHEREAS, the parties desire to set forth the terms and conditions governing Provider's performance of the PRA Analysis and Client's payment for such services.

PROJECT IDENTIFICATION

SCOPE OF WORK

Provider shall perform a Business Process Risk Assessment (PRA) Analysis that will identify process-level risks, assess likelihood and impact, and provide prioritized recommendations for mitigation. The Services will include data collection, stakeholder interviews, control testing, risk scoring, and reporting as set forth below.

Operational risk assessment    Compliance regulatory assessment    Privacy and security controls    Financial controls and loss exposure

PAYMENT TERMS

Client shall pay Provider total compensation for the Services in the amount of $ (Total Fee), subject to the schedule and conditions set forth below.

Late payments shall accrue interest at or a flat fee of $ for each payment past due beyond the cure period.

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 convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for days after written notice of such breach. Upon termination, Client will pay Provider for all Services performed and expenses incurred through the effective date of termination, subject to any applicable set-offs for material breach.

CONFIDENTIALITY

Each party acknowledges that in the course of performing the Services, it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or operational information disclosed in any form. Each party shall: (a) use Confidential Information solely for performance or enforcement of this Agreement; (b) restrict disclosure to employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise commercially reasonable care to protect Confidential Information from unauthorized disclosure.

Confidentiality obligations shall survive termination for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

DELIVERABLE ACCEPTANCE

Unless Client provides written notice of rejection specifying material defects within days of delivery, each deliverable shall be deemed accepted and payment obligations for the associated milestone shall become due.

REPRESENTATIONS AND WARRANTIES

Provider represents and warrants that: (a) it will perform Services in a professional and workmanlike manner consistent with industry standards; (b) it has the full right and authority to enter into this Agreement; and (c) deliverables provided under this Agreement will materially conform to the specifications described in the Scope of Work. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly through negotiation. If negotiation fails, disputes shall be resolved in the state or federal courts located in the county of the governing state selected above.

INDEPENDENT CONTRACTOR; SUBCONTRACTING

Provider is an independent contractor and not an employee, partner, or agent of Client. Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for performance and compliance with this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement (including any attachments and the Scope of Work) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or understandings, written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

NOTICES

ASSUMPTIONS & EXCLUSIONS

SIGNATURES

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