Business Document Draft Review

Business Document Draft Review Agreement

This Business Document Draft Review Agreement (Agreement) is entered into as of Effective Date: by and between Client Name: and Reviewer Name: .

WHEREAS

WHEREAS, Client has prepared or intends to prepare a business document identified as Document Title: (Document Draft) and requires an independent review to identify material risks, drafting improvements, and consistency with Client objectives;

WHEREAS, Reviewer represents that it has experience and expertise in reviewing business documents and will provide professional review services limited to the Scope of Work set forth below; and

WHEREAS, the parties wish to set forth the terms under which Reviewer will perform the review and Client will compensate Reviewer.

Scope of Work

Redline version with tracked changes Annotated comments and rationale Executive summary of recommended actions

Payment Terms

Unpaid sums shall incur a late fee of per month on outstanding balances, accruing from the date due after a grace period of days. Client shall also reimburse Reviewer for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party no fewer than days prior to termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Reviewer shall deliver any completed deliverables and Client shall promptly pay Reviewer for services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement by the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party will (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to those employees, agents or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) use at least the same degree of care to protect Confidential Information as it uses with its own similar information, but no less than reasonable care. Upon written request, the Receiving Party shall return or certify destruction of Confidential Information, except to the extent retention is required by applicable law, regulation or professional recordkeeping obligations.

The confidentiality obligations set forth in this section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

No Legal Advice; Independent Contractor

Reviewer is engaged as an independent contractor solely to provide document review services and recommendations. Reviewer is not providing legal representation or legal advice unless Reviewer is a licensed attorney and the parties have expressly agreed in writing. Client should obtain independent legal advice where appropriate. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Reviewer under this Agreement. Under no circumstances will either party be liable for consequential, incidental, special or punitive damages.

Governing Law

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

Entire Agreement

This Agreement, together with any written attachments or exhibits expressly incorporated herein, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, communications and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Reviewer may assign to an affiliate or in connection with a sale of substantially all of its business assets.

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