Business RAC Agreement

BUSINESS RAC AGREEMENT

Parties and Recitals

This Business RAC Agreement ("Agreement") is made effective as of by and between Client Name: with principal address at ("Client"), and RAC Provider Name: with principal address at ("Provider").

WHEREAS, Client desires to engage Provider to perform review, audit and compliance services related to Client's business operations, records, and practices (collectively, "RAC Services"); and

WHEREAS, Provider represents that it has the experience, personnel, and systems necessary to perform the RAC Services and is willing to provide such services on the terms and conditions set forth in this Agreement.

Scope of Work

Provider shall perform the RAC Services in accordance with professional standards applicable to similar engagements. Provider will provide periodic written reports of findings, recommendations, and required corrective actions in accordance with the delivery schedule:

Payment Terms

Compensation. Client shall pay Provider the total fee for the RAC Services as follows:

All payments are exclusive of taxes; Client shall be responsible for any sales, use, excise, or other taxes applicable to the services, except for taxes based on Provider's income. Provider may suspend performance for non-payment following a written notice and a period of days after such notice.

Term and Termination

Term. The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated pursuant to this Section.

Termination for Cause. Either party may terminate this Agreement for material breach of a representation, warranty or obligation by the other party if the breach remains uncured for days after written notice identifying the breach.

Termination for Convenience. Either party may terminate this Agreement without cause upon providing no less than days' prior written notice. In the event of termination, Client shall pay Provider for all services performed and reasonable out-of-pocket costs incurred up to the effective date of termination.

Confidentiality

Definition. "Confidential Information" means non-public information disclosed by a party in connection with this Agreement, whether written, oral or electronic, including business processes, financial data, customer lists, and audit findings. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is properly received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

Obligations. The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not use Confidential Information except to perform its obligations under this Agreement, and (iii) restrict access to Confidential Information to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Return or Destruction. Upon written request or upon termination of this Agreement, the receiving party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing, except to the extent retention is required by law or reasonable archival backup.

Intellectual Property

Ownership. Unless otherwise agreed in writing, Client shall own all final reports and deliverables produced specifically for Client under this Agreement upon full payment of all amounts due. Provider retains all right, title and interest in and to Provider's pre-existing intellectual property, methodologies, templates, tools and know-how ("Provider IP"). Provider grants Client a non-exclusive, non-transferable license to use Provider IP only as incorporated in the delivered materials for Client's internal business purposes.

Indemnification and Limitation of Liability

Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense at the indemnifying party's expense.

Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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 provisions.

Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth below or to such other address as either party designates by notice in accordance with this section.

Miscellaneous

Independent Contractor. Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or joint venture relationship. Provider is solely responsible for all taxes and benefits for Provider's personnel.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the parties' original intent to the greatest extent possible.

Entire Agreement. This Agreement, including any exhibits or statements of work incorporated by reference, 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.

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