Business Risk Management Proposal

BUSINESS RISK MANAGEMENT PROPOSAL

Client Name:   Client Address:

Provider Name:   Provider Contact:

Recitals

WHEREAS, Client desires to obtain a professional evaluation, mitigation recommendations and implementation support for operational, financial, regulatory and strategic risks affecting Client's business; and

WHEREAS, Provider is experienced in risk assessment, risk control design, compliance advisory and business continuity planning and has capacity to perform the services described in this Proposal; and

WHEREAS, the parties wish to set forth the scope, deliverables, fees and terms under which Provider will perform risk management services for Client.

Scope of Work

Risk Assessment Report    Remediation / Implementation Roadmap    Staff Workshops / Training

Payment Terms

Any past-due amount shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Provider may suspend performance for invoices outstanding more than days after written notice.

Travel and reasonable out-of-pocket expenses: Billed separately to Client    Included in fee

Term and Termination

Commencement Date:    Completion Date (estimated):

Term: This Proposal shall remain in effect for the period commencing on the Commencement Date and continuing until the completion of the Scope of Work, unless earlier terminated pursuant to the provisions below.

Either party may terminate this Proposal for convenience upon days' prior written notice to the other party. Upon termination, Provider shall be paid for services performed and expenses incurred through the effective date of termination.

Either party may terminate immediately for material breach if the breaching party fails to cure such breach within fourteen (14) days after written notice. Material breach includes nonpayment, willful misconduct or failure to perform obligations under the Scope of Work.

Confidentiality

The parties acknowledge that during performance each may receive Confidential Information of the other. "Confidential Information" means non-public business, financial, technical or strategic information disclosed in any form. Each party shall (i) use Confidential Information only to perform its obligations under this Proposal; (ii) restrict disclosure to those employees or subcontractors who have a need to know and who are bound by equivalent confidentiality obligations; and (iii) exercise at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information shall not include information that is or becomes public through no fault of the receiving party, independently developed without use of the disclosing party's Confidential Information, or rightfully received from a third party without restriction.

Upon termination or expiration, receiving party shall promptly return or destroy Confidential Information and certify such return or destruction in writing if requested.

Liability and Indemnity

Provider's liability for damages arising out of this Proposal shall be limited to direct damages and shall not exceed the total fees paid to Provider under this Proposal in the twelve (12) months preceding the claim. Neither party shall be liable for incidental, consequential, special or punitive damages. Client shall indemnify and hold Provider harmless from claims arising from Client's misuse of Provider's recommendations or Client's failure to implement reasonable controls.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Venue for any dispute arising out of or relating to this Proposal shall be the courts located within that State.

Entire Agreement

This Proposal, together with any attachments or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations and understandings, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, the parties acknowledge and agree to the terms of this Business Risk Management Proposal and authorize Provider to commence work in accordance with the Scope of Work and Payment Terms specified herein.

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