Business Self Assessment Form

BUSINESS SELF-ASSESSMENT AND SERVICES AGREEMENT

Parties

Client Name:    Service Provider Name:

Recitals

WHEREAS, the Client operates a commercial enterprise and requires an independent business self-assessment to identify operational, financial, regulatory, and strategic risks and opportunities; and

WHEREAS, the Service Provider represents that it has the experience, personnel and resources necessary to conduct such an assessment and to provide advisory and implementation recommendations; and

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality, and other terms governing the assessment engagement as set forth in this Agreement.

Business Information

Assessment Details & Objectives

Assessment Date:

Scope of Work

The Service Provider will perform the following tasks. The parties acknowledge that the scope below is binding and any material changes require written amendment.

Deliverables shall include a written assessment report, prioritized recommendations, and a presentation to the Client's leadership team unless otherwise agreed in writing.

Assessment Areas & Findings

Please indicate areas to be included in this engagement (select all that apply):

Operations and Process Efficiency    Financial Controls and Liquidity    Regulatory and Contractual Compliance

Human Resources and Staffing    Marketing and Sales Strategy    Information Security and IT Resilience

Payment Terms

Total Fee: $    Retainer (if applicable): $

Late Payment Fee:

All fees are exclusive of applicable taxes. The Client shall reimburse the Service Provider for pre-authorized, reasonable out-of-pocket expenses incurred in connection with performance of the services, subject to prior approval.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice: prior to the effective termination date. Termination for cause may occur immediately where a material breach has not been cured within 14 days after written notice. Termination shall not relieve the Client of its obligation to pay for services performed or expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive confidential and proprietary information of the other party. "Confidential Information" includes non-public business, technical, financial, customer and strategic information. The recipient shall (i) use Confidential Information solely for performance or exploitation of this Agreement, (ii) restrict access to its employees, agents and subcontractors on a need-to-know basis, and (iii) not disclose Confidential Information to third parties without prior written consent. The foregoing obligations do not apply to information that is or becomes publicly available through no breach of this Agreement, is independently developed, or is rightfully received from a third party without restriction.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties shall endeavor to resolve disputes promptly by negotiation; if unresolved within 30 days such disputes may be submitted to mediation or other agreed alternative dispute resolution prior to instituting litigation.

Representations; Entire Agreement

Each party represents that it has the full right, power and authority to enter into and perform this Agreement and that performance will not violate any agreement with a third party. This Agreement, together with any attachments and written amendments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or understandings, whether written or oral. No modifications are binding unless set forth in a written amendment signed by both parties.

Limitations of Liability

Except for breaches of confidentiality or willful misconduct, the Service Provider's liability for any claim arising under or relating to this Agreement shall be limited to direct damages and shall not exceed the total fees paid by the Client to the Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. In no event shall either party be liable for special, consequential, incidental or punitive damages.

Action Plan & Recommendations

Certification

The undersigned certify that the information provided in this Business Self-Assessment is accurate to the best of their knowledge and that they are authorized to enter into this Agreement on behalf of the party they represent. The Client acknowledges that recommendations are advisory in nature and that implementation is the Client’s responsibility unless otherwise agreed in writing.

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