Processing Review Document

PROCESSING REVIEW DOCUMENT

RECITALS

WHEREAS, Client Name: requires an independent review of its processing operations, procedures and controls (the Processing Review);

WHEREAS, Reviewer Name: has the expertise and agrees to perform the Processing Review in accordance with the scope and terms set forth herein;

WHEREAS, the parties desire to set forth the scope, deliverables, payment, confidentiality and other material terms governing the Processing Review.

EFFECTIVE DATE AND PARTIES

Effective Date: . Client Address:

Reviewer Address:

SCOPE OF WORK

The Reviewer shall perform a processing review that includes examination of policies, procedures, controls, and operational execution as set forth below. The Reviewer will document findings, provide recommendations, and deliver a written report in accordance with the Deliverables section.

REVIEW CRITERIA & METHODOLOGY

The review will assess the following components (select all that apply) and apply sampling, inquiry, observation and testing procedures as appropriate:

Transaction processing controls    Data processing integrity    Batch and scheduled processing    Exception handling and remediation

DELIVERABLES & ACCEPTANCE

PAYMENT TERMS

Client shall pay Reviewer the fees described below in consideration for the services. Invoices shall be rendered in accordance with the payment schedule and are due as set forth herein. Late payments shall accrue interest and the Reviewer may suspend work if payments are delinquent.

All fees are exclusive of taxes. If any portion of an invoice is disputed in good faith, Client shall pay undisputed amounts and the parties shall promptly resolve the dispute. Persistent non-payment shall constitute material breach permitting suspension or termination.

TERM & TERMINATION

Term Start Date: . Term End Date: .

Either party may terminate for material breach if the breaching party fails to cure within the notice period following written notice of the breach. Termination shall not relieve Client of its obligation to pay for services performed and reasonable wind-down costs through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Agreement it will receive Confidential Information of the other. Confidential Information means non-public information disclosed in written, electronic, or oral form 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.

The recipient shall (a) use Confidential Information solely for the performance or enforcement of this Agreement, (b) restrict dissemination to those employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) not disclose Confidential Information to third parties without prior written consent, except as required by law. Confidentiality obligations shall survive termination for a period of .

GOVERNING LAW & JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and accepted statements of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals and communications. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the address set forth above or such other address as a party designates in writing. Notices shall be deemed given when delivered personally, by certified mail, or by nationally recognized overnight courier.

REVIEW FINDINGS & CORRECTIVE ACTION

Corrective Action Required:    If checked, describe corrective action plan and timeline below.

REPRESENTATIONS & WARRANTIES

Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement and that performance will not violate any contract, law or obligation. The Reviewer represents that services will be performed in a professional and workmanlike manner consistent with industry standards.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the obligations hereunder.

Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now