Business Services Review

BUSINESS SERVICES REVIEW

Parties

Recitals

WHEREAS, Client Name: desires an independent review of specified business services and associated deliverables; and

WHEREAS, Service Provider Name: represents that it has the professional qualifications, personnel, and systems necessary to perform the Business Services Review described herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the review services, payment, confidentiality and other terms in this Agreement effective as of Effective Date:

Scope of Work

The Service Provider shall perform a Business Services Review consisting of analysis, verification and written reporting regarding the services and operations identified below. The scope shall include methodology, data review, interviews, findings, recommendations and final deliverables as further described in the deliverables section.

Deliverables and Review Process

Deliverables shall include interim findings reports, a final written report, and an executive summary. The Client shall have a defined review period for each deliverable during which Client may accept or provide written comments. The Service Provider will have a single opportunity to remedy material deficiencies identified in the Client's comments prior to final acceptance.

Payment Terms

Client agrees to compensate the Service Provider in accordance with the following fee structure and schedule. All fees are exclusive of any applicable taxes unless otherwise stated.

The Client will reimburse pre-approved, reasonable out-of-pocket expenses incurred by the Service Provider in connection with performance. Expense reimbursement shall be supported by receipts and billed monthly.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party given at least Notice Period (days): days prior to the intended termination date.

Either party may terminate for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within 15 days after receipt of written notice of the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information marked or identified as confidential or that a reasonable person would understand to be confidential under the circumstances. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information solely to perform obligations under this Agreement. Confidentiality obligations shall survive termination for a period of three years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the authority to enter into this Agreement. The Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. The Service Provider shall indemnify and hold harmless the Client from claims arising out of the Service Provider's gross negligence, willful misconduct, or material breach of this Agreement. The Client shall indemnify and hold harmless the Service Provider from claims arising from Client's misuse of deliverables or failure to provide required information.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, and each party's aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid by Client to the Service Provider under this Agreement in the twelve months preceding the claim.

Governing Law

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 agree that exclusive jurisdiction for any dispute shall lie in the state or federal courts located within that state.

Entire Agreement; Amendments

This Agreement, including any exhibits or mutually executed statements of work, 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 written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets. Notices required hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

Signatures

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