Business RBQR Template

BUSINESS RBQR TEMPLATE

Client Name:

Service Provider Name:

Project Reference / RBQR ID:

RECITALS

WHEREAS, Client Name: requires a risk-based quality review and related advisory services described herein (the "RBQR Services");

WHEREAS, Service Provider Name: represents that it has the professional qualifications, personnel and resources to perform the RBQR Services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective obligations, payment terms and other material provisions in writing effective as of the Effective Date below.

EFFECTIVE DATE

Effective Date:

SCOPE OF WORK

Description of Services: The Service Provider shall perform a risk-based quality review of Client operations, controls and processes as described below. The RBQR Services shall include identification of material risks, sampling of transactions, evaluation of control effectiveness, preparation of a findings memorandum and recommendations for remediation or process improvement.

PAYMENT TERMS

Total Contract Amount: $

Late Payment Charge: % per month on overdue amounts or $ flat fee, whichever is greater.

Invoices shall be submitted in writing and are payable within days of invoice receipt unless otherwise agreed in writing.

TERM AND TERMINATION

Term Commencement (Start Date):

Term End (Expiration) Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. This Agreement may also be terminated for convenience by either party upon days' prior written notice.

Upon termination, Service Provider shall deliver completed work and Client shall pay for services performed through the termination date, including any reasonable costs of wind-down.

CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic information disclosed by one party to the other, whether oral or written, that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; use Confidential Information solely to perform its obligations under this Agreement; and not disclose it to third parties except as required by law or with prior written consent.

Survival: The confidentiality obligations set forth herein shall survive termination of this Agreement for years.

LIMITATIONS OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, indirect or punitive damages. The aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the total amounts paid to Service Provider 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 laws principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS PROVISIONS

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between the parties.

Subcontracting: Service Provider may not subcontract material portions of the RBQR Services without prior written consent of Client. Service Provider remains responsible for performance of any subcontracted work.

Sign Now