Preparedness Review Template

PREPAREDNESS REVIEW AGREEMENT

This Preparedness Review Agreement (the "Agreement") is made effective as of by and between the following parties:

Client Name:   Client Address:

Consultant Name:   Consultant Address:

RECITALS

WHEREAS, Client seeks an independent review of its emergency preparedness, business continuity, and incident response capabilities to identify gaps, compliance exposures, and prioritized corrective actions; and

WHEREAS, Consultant is experienced in preparedness assessments and agrees to perform a structured review, produce findings and recommendations, and assist with implementation planning in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the scope, deliverables, fees, and confidentiality obligations governing Consultant's engagement.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: payable in accordance with the schedule below.

Deposit Amount:   Late Fee:

All fees are exclusive of applicable taxes. Consultant may suspend work if payments are more than days overdue following written notice.

TERM AND TERMINATION

Term begin date:   Term end date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Consultant may terminate immediately for material breach which remains uncured after days' written notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means nonpublic 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. Consultant agrees to hold Confidential Information in strict confidence and not to use or disclose it except to perform the services or as required by law. The obligations in this Section do not apply to information that is or becomes publicly available through no fault of the receiving party, that was already known by the receiving party without obligation of confidentiality, or that is independently developed by the receiving party.

Consultant will use reasonable administrative, physical and technical safeguards to protect Client data. Upon termination or request, Consultant will return or destroy Client-confidential materials, except for archival copies retained under the same confidentiality obligations.

REVIEW CHECKLIST

Use the checkboxes below to indicate which domains are included in this engagement and provide commentary for each selected item.

Emergency Response Plan    Comments:

Business Continuity Plan    Comments:

IT Disaster Recovery    Comments:

Training & Exercises    Comments:

Communications, Supplies & Logistics    Comments:

ACCEPTANCE CRITERIA

Deliverables shall be considered accepted when Client provides written acceptance or fails to provide written objections within days after delivery. Objections must identify specific nonconformities.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total fees paid to Consultant under this Agreement. In no event shall Consultant be liable for incidental, special, punitive or consequential damages arising out of this Agreement.

Liability Cap Amount:

INSURANCE

Consultant represents that it maintains professional liability and general liability insurance appropriate to the services. Consultant will provide a certificate of insurance upon request. Insurance details or policy reference:

GOVERNING LAW; ENTIRE AGREEMENT

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. Venue for any dispute arising out of this Agreement shall lie exclusively in the state or federal courts located in that State.

This Agreement, including any appendices or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing signed by authorized representatives of both parties.

REPRESENTATIONS; CERTIFICATION

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Client certifies that information provided to Consultant for the purpose of the preparedness review is accurate to the best of Client's knowledge.

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