Business Report Letter

BUSINESS REPORT LETTER AND ENGAGEMENT AGREEMENT

Date of Letter:   Report No.:

WHEREAS

WHEREAS, Client Name: desires an independent business report and associated advisory services concerning the matters described herein;

WHEREAS, Consultant Name: has the professional qualifications, experience, and resources necessary to prepare the report and to render the services set forth in the Scope of Work below; and

WHEREAS, the parties agree that the preparation and delivery of the Business Report Letter shall be governed by the terms and conditions set forth in this engagement agreement, effective as of Effective Date: .

SCOPE OF WORK

The Consultant will perform the following services and deliverables during the engagement. The Consultant will exercise professional diligence and use reasonable skill in performing the services described below.

EXECUTIVE SUMMARY

FINDINGS

RECOMMENDATIONS

FINANCIAL IMPACT

PAYMENT TERMS

Total Fee Amount:

Invoices are payable within days of invoice. Late payments shall incur a late fee of % per month on any unpaid balance.

TERM AND TERMINATION

Engagement Start Date:   Engagement End Date:

Either party may terminate this engagement for convenience upon providing written notice to the other party no less than days prior to the effective termination date. Termination for cause may be immediate where a material breach is not cured within a reasonable period following written notice.

CONFIDENTIALITY

The parties acknowledge that in connection with this engagement each may receive confidential or proprietary information. Each party agrees to hold all Confidential Information in strict confidence, to use such information solely for the purposes of performing this Agreement, and not to disclose it to any third party except as required by law or with the prior written consent of the disclosing party. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; or (c) is lawfully obtained from a third party without obligation of confidentiality.

Acknowledgement: I acknowledge and accept the confidentiality obligations set forth above.

LIMITATIONS AND RELIANCE

The Business Report Letter and any associated deliverables are prepared for the documented recipient for the stated purposes. The Consultant's findings and recommendations are based on information and documents provided by the Client and are limited to the scope described herein. The Consultant does not warrant future results. The Client is responsible for decisions and actions taken in reliance upon the report.

GOVERNING LAW

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

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Independent Contractor: The Consultant is an independent contractor and nothing in this Agreement creates an employment relationship, joint venture or partnership. Injunctive Relief: The parties acknowledge that a breach of confidentiality or proprietary rights could cause irreparable harm. Severability: If any provision is held invalid, the remaining provisions shall remain in full force and effect.

LIMITATIONS ON LIABILITY

Except in cases of willful misconduct or gross negligence, the Consultant's aggregate liability to the Client arising out of or in connection with this Agreement shall be limited to direct damages not to exceed the total fees paid under this Agreement. In no event shall either party be liable for consequential, incidental or special damages.

By signing below, the undersigned representatives certify that they are authorized to bind their respective parties to this Agreement and acknowledge receipt of the Business Report Letter and acceptance of the terms and conditions set forth above.

Sign Now