Client:
Name: [Client Company / Individual Name]
Address: [Client Address]
(Hereinafter referred to as the “Client“)
AND
Service Provider:
Name: [Service Provider Company Name]
Address: [Service Provider Address]
(Hereinafter referred to as the “Service Provider“)
The Client and the Service Provider are collectively referred to as the “Parties“.
1. Purpose of the Agreement
The purpose of this Agreement is to define the terms and conditions under which the Service Provider shall provide due diligence services to the Client in connection with [transaction / investment / merger / partnership / compliance review].
2. Scope of Services
The Service Provider shall perform due diligence services including, but not limited to:
- Corporate and legal due diligence
- Financial and accounting review
- Regulatory and compliance verification
- Background checks on entities or individuals
- Review of licenses, permits, and contracts
- Risk identification and reporting
- Any additional services mutually agreed in writing
A detailed scope may be outlined in Schedule A (if applicable).
3. Deliverables
The Service Provider shall provide:
- Written due diligence reports
- Risk analysis and findings
- Supporting documentation (where applicable)
- Executive summary of key issues
All deliverables shall be submitted within the agreed timeline.
4. Client Responsibilities
The Client agrees to:
- Provide accurate, complete, and timely information
- Grant access to relevant documents and personnel
- Respond promptly to information requests
- Ensure legality of documents provided
The Service Provider shall not be liable for inaccuracies arising from incomplete or false information supplied by the Client.
5. Fees and Payment Terms
- Service Fee: [Amount & Currency]
- Payment Terms: [Advance / Milestone / Completion-based]
- Mode of Payment: [Bank Transfer / Cheque / Online]
All fees are exclusive of applicable taxes unless otherwise stated.
6. Confidentiality
Both Parties agree to maintain strict confidentiality of all information exchanged under this Agreement and shall not disclose such information to any third party without prior written consent, except as required by law.
This clause shall survive the termination of this Agreement.
7. Data Protection
The Service Provider shall handle all personal and corporate data in compliance with applicable data protection and privacy laws and shall use such data solely for the purposes of this Agreement.
8. Limitation of Liability
The Service Provider’s liability shall be limited to the fees paid under this Agreement.
The Service Provider shall not be liable for indirect, incidental, or consequential damages.
9. No Guarantee Clause
The Client acknowledges that due diligence findings are based on available information and professional judgment. The Service Provider does not guarantee the success, legality, or outcome of any transaction.
10. Term and Termination
- This Agreement shall commence on the Effective Date and remain valid until completion of services.
- Either Party may terminate with [number] days’ written notice.
- Upon termination, outstanding fees shall remain payable.
11. Independent Contractor
The Service Provider is an independent contractor. Nothing in this Agreement shall be deemed to create a partnership, joint venture, or employer-employee relationship.
12. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of [Country / Jurisdiction].
Any disputes shall be subject to the exclusive jurisdiction of the courts of [Location].
13. Amendments
Any amendment to this Agreement must be made in writing and signed by both Parties.
14. Entire Agreement
This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions or agreements.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
Client
Signature: __________________________
Name: __________________________
Designation: _____________________
Date: __________________________
Service Provider
Signature: __________________________
Name: __________________________
Designation: _____________________
Date: __________________________
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