Business Review Package

BUSINESS REVIEW PACKAGE AGREEMENT

This Business Review Package Agreement (the Agreement) is made between:

Client Name:    Business DBA:

Reviewer Name:    Reviewer Entity:

RECITALS

WHEREAS, Client operates a business described as: and seeks an independent assessment of its operations, financials and strategic position; and

WHEREAS, Reviewer is engaged in providing advisory and review services in the areas of finance, operations, market analysis and strategic planning and has represented that it has the experience and personnel necessary to perform such services for Client; and

WHEREAS, the parties desire to set forth the terms and conditions under which Reviewer will perform a Business Review Package for Client.

SCOPE OF WORK

Reviewer will provide a Business Review Package including, at a minimum, the following components:

Deliverables (select all that apply):

Financial analysis and summary
Operations review and recommendations
Market position and competitor assessment
Priority implementation plan and timelines

PAYMENT TERMS

Total Fee:    Retainer (if any):

Payment Schedule:

Invoicing: Reviewer will invoice Client according to the payment schedule. Invoices are due within days of invoice date.

Late Fee: Past due amounts shall accrue interest at the rate of on the outstanding balance, calculated monthly and compounded.

Expenses: Client will reimburse Reviewer for reasonable, pre-approved out-of-pocket expenses incurred in connection with the engagement upon presentation of substantiating receipts.

TERM AND TERMINATION

Effective Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Termination for cause may be immediate where a material breach is not cured within days after written notice of such breach.

Effect of Termination: Upon termination, Client shall pay Reviewer for all services rendered and reimbursable expenses incurred through the effective date of termination. Reviewer will deliver to Client all completed deliverables and work in progress for which Client has paid.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, financial statements, customer lists and proprietary methodologies.

Obligations: Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Exceptions: Confidential Information does not include information that (i) was already known to Receiving Party without restriction at the time of disclosure; (ii) is or becomes publicly available through no breach by Receiving Party; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Required Disclosure: If Receiving Party is required by law or order to disclose Confidential Information, it shall provide prompt written notice to Disclosing Party and cooperate to limit disclosure and seek confidential treatment where practicable.

Duration: The obligations of confidentiality shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

LIMITATION OF LIABILITY

Except for a party’s gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party arising out of or in connection with this Agreement shall not exceed the total fees paid by Client to Reviewer 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 law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all schedules and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Independent Contractor: Reviewer is an independent contractor and not an employee, partner or co-venturer of Client. Reviewer has sole responsibility for payment of its personnel and contractors and for all employment taxes.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Reviewer may assign to an affiliate or in connection with a sale of substantially all of its assets.

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing. Notices shall be deemed given upon delivery if delivered personally, by certified mail, or courier.

ATTACHMENTS AND SCHEDULES

Attachments (list documents to be provided or that form part of this Agreement):

Sign Now