Business RDQ Template

Business RDQ Template

This General Business Agreement (the "Agreement") is entered into effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires a structured review, risk disclosure and due diligence questionnaire process (RDQ) and associated business analysis services to evaluate certain commercial, operational and regulatory risks; and

WHEREAS, Service Provider represents that it possesses the necessary experience, personnel and systems to perform such RDQ services and will deliver documented findings, recommendations and any requested supporting materials; and

WHEREAS, the parties desire to set forth the terms governing the Services, Compensation and confidentiality obligations.

Scope of Work

Service Provider shall perform the services described below (the "Services"). Deliverables shall include a completed RDQ, a written report of findings, and an executive summary recommending remedial actions where applicable. Acceptance shall be as described in this section.

Payment Terms

Client shall pay Service Provider the fees set forth below in exchange for the Services. Fees are exclusive of applicable taxes unless otherwise stated.

All amounts unpaid after the due date shall accrue interest at the rate set forth above and Client shall be responsible for reasonable collection costs, including attorneys' fees, arising from nonpayment.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated as provided herein, continues until the End Date. Either party may terminate for material breach that remains uncured after the notice period specified below.

Start Date:     End Date:

Termination for convenience by either party requires written notice as set forth above; termination shall be without prejudice to rights accrued prior to termination, including payment for Services rendered through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall maintain in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Disclosing Party is given prompt notice and the scope of disclosure is limited to the extent practicable.

The Receiving Party shall use Confidential Information solely for the purposes of performing under this Agreement and shall use at least the same degree of care to protect such Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Representations, Indemnity and Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Client shall indemnify and hold harmless Service Provider from claims arising from Client-supplied data or actions outside the scope of this Agreement. Except for willful misconduct or gross negligence, neither party shall be liable for consequential, incidental, or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of laws principles.

Entire Agreement

This Agreement, including all documents incorporated by reference and any Statements of Work duly executed by the parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written, relating to its subject matter. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices and Contacts

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to negotiate in good faith replacement provisions that best effectuate the original intent. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

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