Business RMP Template

BUSINESS RMP TEMPLATE

This Business Risk Management Plan Agreement (the Agreement) is entered into as of by and between Business Name: with principal place of business at , and Service Provider Name: with principal place of business at .

WHEREAS

WHEREAS, Business Name: seeks to establish and maintain an effective risk management program to identify, assess, mitigate, monitor, and report operational and business risks; and

WHEREAS, Service Provider Name: represents that it has the experience and resources necessary to develop, implement, and support a Risk Management Plan (RMP) for Business Name; and

WHEREAS, the parties desire to set forth the terms under which the Service Provider will deliver the RMP and related services to Business Name.

SCOPE OF WORK

Service Provider will perform the services described below (collectively, the Services). The Services shall include, at a minimum, risk identification, risk assessment, mitigation planning, implementation oversight, testing of controls, training for designated personnel, ongoing monitoring, and periodic reporting to Business Name’s authorized representatives.

PAYMENT TERMS

Business Name shall compensate Service Provider for the Services in accordance with the terms below. All amounts are stated in United States dollars unless otherwise agreed in writing.

Payments not received within the time specified shall incur a late fee and interest. Late fee: . Interest shall accrue at the rate stated above or, if no rate is stated, at the maximum rate permitted by applicable law. Service Provider may suspend Services until overdue amounts are paid in full.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party after providing written notice and a cure period of days to cure the breach. Either party may terminate immediately for insolvency, assignment for the benefit of creditors, or governmental restraint that prevents performance.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party to the other, whether oral, written or electronic, 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. Confidential Information includes business plans, risk assessments, security controls, customer data, and technical materials.

Each receiving party shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted by this Agreement; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure at least as protective as those it uses for its own confidential information.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is received from a third party without breach of any obligation of confidentiality; or (iii) is independently developed by the receiving party without use of Confidential Information. If disclosure is compelled by law, the receiving party will (to the extent permitted) provide prompt notice so the disclosing party may seek protective relief.

The obligations in this Confidentiality section shall survive termination or expiration of this Agreement for the period specified above and as necessary with respect to trade secrets under applicable law. Breach of confidentiality may cause irreparable harm for which monetary damages are an inadequate remedy; accordingly, a disclosing party is entitled to seek injunctive relief.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation between senior representatives. If unresolved within 30 days, disputes shall be resolved by binding arbitration or litigation as agreed in writing by the parties.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement and understanding between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and addressed to the receiving party at its principal place of business or to such other address as the party may designate by notice. Notices delivered by hand, overnight courier, or certified mail shall be deemed given upon receipt.

MISCELLANEOUS

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

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between the parties.

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