Business Review Format

BUSINESS REVIEW FORMAT

Client Name:    Reviewer Name:

WHEREAS (RECITALS)

WHEREAS, Client Name: is engaged in the business of operating and managing its business activities at principal place of business located at ;

WHEREAS, Reviewer Name: has expertise to perform an independent business review and to provide findings and recommendations as defined in this Business Review Format;

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and other terms under which Reviewer will deliver the business review, effective as of .

SCOPE OF WORK

DELIVERABLES

FEES AND PAYMENT TERMS

Payments are due within days of invoice. Late payments shall bear interest at the rate of on the unpaid balance, together with costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Termination for material breach shall be effective upon written notice if the breaching party fails to cure within days after receipt of notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence all non-public information of the other party (the "Disclosing Party") disclosed in connection with this Agreement. Confidential information includes business processes, financial data, customer lists, pricing, and analysis but does not include information that is (a) publicly available through no fault of the Receiving Party; (b) already rightfully in the Receiving Party's possession prior to disclosure; or (c) independently developed without use of the Disclosing Party's confidential information. The obligation of confidentiality shall continue for years after termination or expiration of this Agreement, unless otherwise required by applicable law.

INTELLECTUAL PROPERTY

All pre-existing intellectual property of each party remains the sole property of that party. Subject to full payment of fees, Reviewer grants Client a non-exclusive, non-transferable license to use the final written report delivered under this Agreement for internal business purposes only. Reviewer retains ownership of methodologies, templates, and work product not specifically created for Client's exclusive use.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising from that party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for liability arising from gross negligence or willful misconduct, neither party's aggregate liability arising out of or relating to this Agreement shall exceed the total fees paid by Client to Reviewer under this Agreement.

REPORT FINDINGS AND RECOMMENDATIONS

GOVERNING LAW; ENTIRE AGREEMENT

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

This Agreement, including all attachments and statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous oral or written agreements. Any amendment must be in writing and signed by authorized representatives of both parties.

ADDITIONAL TERMS

Notices required under this Agreement shall be in writing and delivered to the addresses set forth in this document or to such other address as a party may designate in writing. Electronic transmission of signed copies shall be effective as originals.

By signing below, Client acknowledges receipt of this Business Review Format, accepts the scope, fees, confidentiality and other terms set forth above, and authorizes Reviewer to proceed with the review.

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