Business Workpapers Template

BUSINESS WORKPAPERS TEMPLATE

This Business Workpapers Template ("Agreement") is entered into by the parties identified below on the Effective Date. Client Name: and Service Provider Name:

WHEREAS

WHEREAS, Client desires that Service Provider prepare, maintain and deliver business workpapers, schedules and supporting documentation in connection with the engagement described herein; and

WHEREAS, Service Provider has the experience, personnel and resources necessary to prepare the requested workpapers and supporting analyses in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties agree as follows.

ENGAGEMENT DETAILS

SCOPE OF WORK

Service Provider shall prepare workpapers, schedules, analyses and supporting documentation as required to support the matters described below. The workpapers shall reflect applicable facts, assumptions, calculations and cross-references sufficient for an independent reviewer to understand the methodology and conclusions.

WORKPAPERS INDEX

Use the following index to identify primary workpapers and their references. Retain originals in secure storage and provide copies to Client as agreed.

PAYMENT TERMS

Client will compensate Service Provider for the services described in the Scope of Work as follows.

Unpaid amounts are subject to a late fee of and any reasonable collection costs. Client shall be responsible for applicable taxes unless exempt.

TERM AND TERMINATION

This Agreement begins on the Start Date and continues until the End Date unless earlier terminated as provided below.

Start Date: End Date:

Either party may terminate for convenience upon written notice to the other delivered at least days prior to the effective termination date. Either party may terminate for material breach if the defaulting party fails to cure within days following written notice of the breach. Upon termination, Client will pay for all work performed through the effective date of termination and for non-cancellable commitments reasonably incurred by Service Provider.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other in connection with the engagement, whether oral or written, including but not limited to financial data, business plans, customer lists, and proprietary methods. The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (c) not disclose Confidential Information to any third party except as required by law or with the prior written consent of the disclosing party.

Confidentiality obligations under this Agreement shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for so long as they meet the legal definition of trade secret.

ASSUMPTIONS, LIMITATIONS AND STANDARDS

Workpapers will be prepared based on information provided by Client. Service Provider is entitled to rely on the accuracy and completeness of such information and will not undertake independent verification unless expressly agreed. Any limitations on scope or deviations from professional standards shall be stated in writing to Client prior to performance.

REVIEW AND RETENTION

Service Provider will maintain workpapers and supporting documentation in electronic or hard copy form for a period of not less than years from the date of completion unless otherwise required by law. Client may request access to retained workpapers upon reasonable notice and subject to confidentiality protections.

LIMITATION OF LIABILITY

Except for wilful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Service Provider's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement for the specific services that gave rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any appendices and workpaper indexes expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals or communications, whether written or oral. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

CERTIFICATION

Preparer certifies that the workpapers prepared under this Agreement will be accurate, complete and maintained in accordance with professional standards and the terms set forth herein.

CHECKLIST

Please indicate completion of the following standard items.

Financial statements and schedules attached

Supporting documentation for significant items included

Account reconciliations prepared and referenced

Independent review completed and comments addressed

MISCELLANEOUS

Notices required under this Agreement shall be in writing and sent to the addresses set forth in the Engagement Details. If any provision is held unenforceable, the remaining provisions shall remain in full force. 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.

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