Business Quarterly Review

BUSINESS QUARTERLY REVIEW

This Business Quarterly Review Agreement (the Agreement) is made effective as of by and between (Company) and (Reviewer).

WHEREAS

WHEREAS, the Company engages the Reviewer to perform a quarterly business review addressing operations, financial performance and strategic risks for the review period; and

WHEREAS, the Reviewer has the experience and qualifications to evaluate the Company's performance metrics, provide analysis and recommend corrective or improvement actions; and

WHEREAS, the parties desire to set forth their understanding and contractual obligations with respect to the review engagement on the terms and conditions set forth below.

REVIEW PERIOD

Quarter:    Year:    Review Date:

SCOPE OF WORK

The Reviewer will perform the following services during the review period and deliver a written report with findings and recommendations in accordance with the timeline agreed by the parties.

EXECUTIVE SUMMARY — REVIEW FINDINGS

KEY PERFORMANCE INDICATORS

The parties shall record the primary performance metrics observed during the review.

ACTION ITEMS & FOLLOW-UP

Next scheduled follow-up:

RISK ASSESSMENT

Summary of material risks identified and recommended mitigations.

Low    Moderate    High

PAYMENT TERMS

The Company shall pay the Reviewer the fees set forth below in consideration for the review services. Fees are earned when the Reviewer delivers the final report unless otherwise agreed in writing.

If payments are not made when due, the Company shall be responsible for costs of collection, including reasonable attorneys' fees and expenses, in addition to incurred late fees.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, terminates on .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days' written notice. Termination shall not relieve the Company of the obligation to pay fees for services performed through the termination date.

CONFIDENTIALITY

Each party acknowledges that during the course of the engagement it may receive Confidential Information of the other party. Confidential Information means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to those employees, agents or subcontractors who have a need to know and are bound to confidentiality obligations, and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

The parties agree to the confidentiality provisions above.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising from this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any documents incorporated by reference herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

CERTIFICATION

By signing below, each party certifies that the information contained in this Quarterly Review is true and accurate to the best of its knowledge, that it has authority to enter into this Agreement, and that it agrees to be bound by the terms set forth herein.

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