Business Walkthrough Document

Business Walkthrough Document

Client Name:

Service Provider Name:

Project Title:

Date of Walkthrough:    Time:

Location:

Recitals

WHEREAS, Client Name has engaged Service Provider Name to conduct an on-site and/or remote walkthrough of the Client's business operations for the purposes of assessment, documentation of processes, identification of risks, and preparation of a walkthrough report; and

WHEREAS, Service Provider Name has represented that it possesses the qualifications, personnel and experience necessary to perform the walkthrough and deliver the agreed deliverables under the terms set forth in this Business Walkthrough Document;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

Scope of Work

Participants & Schedule

Payment Terms

Fee Amount: $

Late Fee: on overdue balances, compounded monthly to the maximum extent permitted by law.

Expense Reimbursement: Client shall reimburse reasonable out-of-pocket expenses incurred by Service Provider with prior written approval. Maximum reimbursable amount without prior approval: $

Term and Termination

Term Commencement Date:    Term End Date:

Termination upon Notice: Either party may terminate this Document without cause by providing written notice to the other party. Termination for cause may be immediate where a material breach is not cured within 10 days following written notice of breach.

Confidentiality

Each party acknowledges that during the performance of this Document it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees (a) to use Confidential Information only for purposes of performing under this Document; (b) to restrict access to Confidential Information to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) not to disclose Confidential Information to any third party without prior written consent, except as required by law. Confidential obligations shall survive termination for a period of three (3) years, except for trade secrets, which shall survive for so long as they remain trade secrets under applicable law.

Findings, Action Items, and Acceptance

Acceptance Criteria: Deliverables shall be deemed accepted by Client upon written confirmation of satisfactory delivery or, absent written notice of deficiencies within of delivery. If deficiencies are identified, Service Provider shall use commercially reasonable efforts to correct such deficiencies within a mutually agreed time period.

Governing Law and Miscellaneous

Governing Law: This Document shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Notices: All notices required under this Document shall be in writing and delivered to the addresses provided by the parties or to such other address as a party may specify in writing. Notices shall be effective upon receipt.

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, and each party's aggregate liability in connection with this Document shall not exceed the fees paid to Service Provider under this Document in the twelve (12) months preceding the claim.

Entire Agreement

This Document, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement 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 Document will be effective unless in writing and signed by authorized representatives of both parties.

Attachments

Sign Now