Business Procedure Audit Template

BUSINESS PROCEDURE AUDIT AGREEMENT

This Agreement is entered into as of the Effective Date set forth below, by and between:

Client Name:   Client Address:

Auditor Name:   Auditor Address:

RECITALS

WHEREAS, Client operates business operations and internal procedures that Client desires to have independently reviewed for effectiveness, compliance, and risk mitigation; and

WHEREAS, Auditor represents that Auditor has the necessary expertise, qualifications, and personnel to perform a business procedure audit in accordance with the terms of this Agreement; and

WHEREAS, Client and Auditor desire to set forth the scope, terms of compensation, confidentiality obligations, and other terms governing the performance of the audit.

EFFECTIVE DATE AND TERM

Effective Date:   Anticipated Completion Date:

SCOPE OF WORK

Auditor shall perform a business procedure audit consisting of the activities described below and any other activities reasonably necessary to deliver the agreed deliverables. Auditor will exercise professional judgment and industry-standard methodologies in performing the audit.

Process mapping and workflow analysis
Control design and operating effectiveness testing
Documentation and policy review
Interviews with key personnel
Transactional sampling and testing

DELIVERABLES AND TIMELINE

Draft Report Due Date:   Final Report Due Date:

FINDINGS, RATINGS, AND CORRECTIVE ACTION

Risk Rating:   Responsible Party:   Target Remediation Date:

Risk Rating:   Responsible Party:   Target Remediation Date:

PAYMENT TERMS

Total Fee:   Payment Schedule:

Late Payment Fee:

TERM AND TERMINATION

This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this section, shall continue until the Final Report Due Date or until all deliverables required hereunder are delivered and accepted.

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the intended termination date. Termination for cause may occur immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice.

Upon termination, Client shall pay Auditor for work performed through the effective date of termination, including any reasonable wind-down costs.

CONFIDENTIALITY

Each party acknowledges that during the course of this engagement 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: (i) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except as required by law or as necessary to perform this Agreement, provided that recipients are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain subject to protection for as long as such information retains trade secret status under applicable law.

Auditor acknowledges that Auditor shall not disclose audit findings beyond the parties without Client's prior written consent, except that Auditor may disclose findings in summary form that does not identify Client or any individuals.

Auditor acknowledges and agrees to the confidentiality obligations set forth in this Agreement.

LIMITATION OF LIABILITY

To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to this Agreement, even if such party has been advised of the possibility of such damages. The aggregate liability of Auditor for claims arising out of this Agreement shall not exceed the total fees paid by Client to Auditor under this Agreement.

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; AMENDMENT

This Agreement, 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, proposals, or representations, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, or employment relationship.

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