Business Contracts Review

BUSINESS CONTRACTS REVIEW AGREEMENT

This Business Contracts Review Agreement ("Agreement") is entered into by and between:

Client Name:

Reviewer Name:

WHEREAS

WHEREAS, Client has requested that Reviewer perform a review and analysis of certain contract(s) and related documents described herein for the purposes of identifying material business, financial, compliance, and commercial risks and proposing recommended revisions; and

WHEREAS, Reviewer has the professional capacity, experience, and expertise to provide a non-binding written review and advisory comments regarding such contract(s); and

WHEREAS, the parties desire to set forth the terms and conditions under which Reviewer will deliver the review services and Client will compensate Reviewer.

SCOPE OF REVIEW

Reviewer shall perform a business and commercial review of the following contract(s) and related materials delivered by Client: Document Title(s):

DELIVERABLES

Reviewer shall deliver to Client the following deliverables: annotated contract(s), written memorandum of key business risks and negotiation points, and suggested redlines (if requested). Delivery format and number of review rounds:

PAYMENT TERMS

Client shall pay Reviewer the fees set forth below in exchange for the services and deliverables described in this Agreement. All fees are exclusive of applicable taxes and third-party costs which shall be Client's responsibility.

TERM AND TERMINATION

This Agreement commences on the Effective Date below and continues until completion of the Services or earlier termination in accordance with this section.

Effective Date:    Termination Date (if applicable):

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than days prior to the effective date of termination. Termination for material breach is effective immediately upon written notice if the breaching party fails to cure within 15 days of receiving notice of breach.

CONFIDENTIALITY

Each party acknowledges that in connection with performance under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information, whether oral, written, electronic or other form, that is designated as confidential or that the receiving party should reasonably understand to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (a) use Confidential Information solely for the performance of 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 to employees, agents or professional advisers who need to know and who are bound by confidentiality at least as protective as this Agreement. Exceptions: information that is (i) publicly known through no fault of the receiving party; (ii) already in the receiving party's possession without restriction; (iii) rightfully obtained from a third party without breach; or (iv) independently developed by the receiving party without reference to Confidential Information.

LIMITATIONS; NON-LEGAL ADVICE

Reviewer will provide business, commercial, and practical recommendations based on Reviewer’s expertise. Unless Reviewer is a licensed attorney and the parties have agreed otherwise in writing, the review and any communications under this Agreement do not constitute legal advice. Client is solely responsible for obtaining legal advice when legal conclusions, rights, duties, or obligations are at issue.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Each party represents and warrants that it has full authority to enter into this Agreement. Client represents that it has the right to share the submitted documents with Reviewer and that disclosure will not violate any confidentiality obligations to third parties.

Client shall indemnify, defend and hold harmless Reviewer and its affiliates, officers and employees from and against any claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of any representation, warranty, or obligation under this Agreement or Client's unauthorized disclosure of third-party confidential information.

GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law. The parties agree that any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the county specified below: .

ENTIRE AGREEMENT

This Agreement, together with any written attachments or schedules signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification shall be effective unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality obligations and that injunctive relief may be appropriate in addition to other remedies.

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