Business Procedures Review

BUSINESS PROCEDURES REVIEW AGREEMENT

This Business Procedures Review Agreement (the "Agreement") is made effective as of by and between Client Name: , and Reviewer Name: .

WHEREAS

WHEREAS, Client operates a business for which documented operational procedures, internal controls, and workflow documentation are material to efficient and compliant operations; and

WHEREAS, Reviewer possesses experience in evaluating business procedures, identifying risk and control weaknesses, and recommending remediation measures; and

WHEREAS, Client desires to engage Reviewer to perform a Business Procedures Review as set forth in this Agreement, and Reviewer agrees to perform the review under the terms and conditions below.

SCOPE OF WORK

Reviewer will perform a review of Client's business procedures as described in this Scope. The review will include examination of written procedures, interviews with designated personnel, observation of core processes, and a written report of findings and recommendations.

PAYMENT TERMS

Client shall pay Reviewer for the services described in this Agreement in accordance with the terms set forth below.

Invoices are due within days of receipt. Late payments shall accrue interest at % per month on outstanding balances, or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: , 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 by the other party if the breach remains uncured for thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Reviewer for all services performed and reimbursable expenses incurred through the effective date of termination. Reviewer will deliver any completed work product and provide a final invoice within thirty (30) days of termination.

CONFIDENTIALITY

“Confidential Information” means all non-public information disclosed by a party (Disclosing Party) to the other (Receiving Party), whether in writing, orally, or through observation, that is identified as confidential or that reasonably should be understood to be confidential. Confidential Information includes business processes, trade secrets, financial information, client lists, and personnel information.

Receiving Party shall (a) hold Confidential Information in strict confidence and not disclose it to third parties except as expressly permitted herein; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) limit access to Confidential Information to employees, contractors, and advisors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except as to Confidential Information that constitutes a trade secret under applicable law, for which obligations shall continue for so long as the information remains a trade secret. Disclosure compelled by law is permitted provided Receiving Party gives prompt notice to Disclosing Party and cooperates in any protective measures.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, Reviewer retains ownership of methodologies, templates, and tools developed or used in performing the review. Reviewer grants Client a nonexclusive, nontransferable license to use deliverables provided under this Agreement for Client's internal business purposes. Client shall not distribute deliverables to third parties without Reviewer’s prior written consent.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, in no event shall either party be liable for indirect, incidental, consequential, special, or punitive damages arising out of or relating to this Agreement. The aggregate liability of Reviewer for claims arising out of this Agreement shall not exceed the total fees paid by Client to Reviewer 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 its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments or written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, oral or written. Any amendment or modification must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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