Client Operating Procedures Report

CLIENT OPERATING PROCEDURES REPORT

Parties and Report Identification

Client Name:

Service Provider Name:

Report Reference No.:    Effective Date:

Recitals

WHEREAS, Client has retained Service Provider to perform a review, documentation, and enhancement of Client's operating procedures, internal controls, and related process documentation as further described in the Scope of Work below; and

WHEREAS, Service Provider represents that it possesses the requisite qualifications, personnel, and experience to perform the services described in this Report and agrees to furnish such services in accordance with the terms and conditions set forth herein; and

NOW, THEREFORE, the parties hereby agree that the accompanying report, together with the terms below, shall govern the provision, acceptance and use of the Client Operating Procedures Report.

Scope of Work

Operations review and process mapping
Standard operating procedures (SOP) drafting and revision
Internal control assessment and remediation recommendations
Staff training and knowledge-transfer sessions
System configuration and workflow recommendations

Final Report Delivery Date:

Payment Terms

Total Fee: $

Deposit Amount (if any): $    Balance Due By:

Late Payment Fee: % per month on overdue amounts, or $ minimum, whichever is greater.

Invoices will be rendered to: , Address:

Term and Termination

Term Commencement Date:    Termination Date (if any):

Either party may terminate this engagement for convenience upon days' prior written notice. For material breach, the non-breaching party may terminate immediately if the breach is not cured within days after written notice.

Upon termination, Client shall pay Service Provider for all services performed and reasonable non-cancellable obligations incurred through the effective date of termination. Service Provider shall deliver to Client all completed deliverables and work-in-progress for which Client has paid.

Confidentiality

"Confidential Information" means 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 excludes information that is (a) already known without restriction to the receiving party, (b) publicly known through no breach by the receiving party, (c) rightfully received from a third party without breach of obligation, or (d) independently developed without use of the disclosing party's Confidential Information.

Each party shall (i) hold Confidential Information of the other in strict confidence, (ii) use it solely for the purposes of performing under this Report, and (iii) not disclose it to any third party except as required by law or with prior written consent. The receiving party shall take reasonable measures to protect such information, but in no event less than those measures used to protect its own confidential information.

Certification of Handling: By checking this box, the signing party acknowledges responsibility for handling Confidential Information in accordance with this clause.

Representations, Limitations and Liability

Each party represents that it has authority to enter into this Report. Service Provider will perform services in a professional manner consistent with industry standards. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS REPORT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS REPORT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

This Report shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties agree to attempt good faith negotiation of disputes prior to initiating formal proceedings.

Entire Agreement; Amendments

This Report, including the Scope of Work and any attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Acknowledgment: By checking this box, the signing party affirms that it has read and understands the terms of this Report and accepts the obligations set forth herein.

Administrative Contacts

Acknowledgment and Certification

The undersigned certify that they are authorized representatives of their respective parties, that they have read and understood this Client Operating Procedures Report, and that entering into this Report is a binding obligation on the party they represent.

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