Business Review Template

Business Review Template

This Business Review Agreement (the Agreement) is entered into as of the Effective Date set forth below by and between: Client Name: and Reviewer Name: . Effective Date: .

WHEREAS

WHEREAS, Client operates a business and seeks an independent, objective review of specified business operations, financial controls, and strategic initiatives; and

WHEREAS, Reviewer has represented that it possesses the knowledge, experience and resources necessary to perform a comprehensive business review and to provide findings and recommendations to Client; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Deliverables shall include: written report of findings, prioritized recommendations, and one presentation session to Client personnel. The timing and format of interim updates and the final report shall be as follows: .

Payment Terms

Invoices are due within calendar days of receipt. Late payments shall bear interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs, including attorney fees, incurred by Reviewer in enforcing payment.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for work performed and reasonable wind-down costs incurred by Reviewer through the effective date of termination.

Confidentiality

Each party (Receiving Party) shall maintain all non-public information disclosed by the other party (Disclosing Party) in strict confidence and shall not use or disclose such information except as necessary to perform under this Agreement. Confidential information does not include information that: (a) is or becomes public without breach of this Agreement; (b) was known to Receiving Party prior to disclosure and evidenced by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Receiving Party without use of Disclosing Party's confidential information.

If Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to Disclosing Party (to the extent legally permitted) and cooperate reasonably with Disclosing Party's efforts to obtain protective measures. The parties agree that monetary damages may be inadequate and that Disclosing Party shall be entitled to injunctive relief to prevent or curtail any threatened or actual breach of this confidentiality provision, in addition to any other remedies available at law or in equity.

Additional Terms

Relationship of Parties: Reviewer is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid by Client to Reviewer under this Agreement.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of: , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the federal and state courts located in the selected jurisdiction for any dispute arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Acceptance and Acknowledgment

The undersigned represent and warrant that they are duly authorized to execute this Agreement on behalf of the respective parties and that their execution binds the parties to the terms and conditions set forth herein.

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