Business Document Review

BUSINESS DOCUMENT REVIEW

Recitals

WHEREAS, Client Name: engages Reviewer Name: to perform a professional review of certain business documents described below; and

WHEREAS, Document Reviewed: , provided by Client for the purpose of identifying legal, operational, financial and commercial risks and recommending revisions; and

WHEREAS, Reviewer is qualified by experience to perform the review services described herein and agrees to perform such services under the terms and conditions of this Agreement.

Scope of Work

Reviewer will conduct a review of the Document Reviewed and provide the Deliverables described below. The review will include assessment of material contractual obligations, identification of ambiguous or risky provisions, and recommended edits or commentary necessary to reduce operational or legal exposure.

Written review report with redline recommendations

Annotated version of original document showing suggested language

Oral briefing of key findings (virtual or in-person)

Payment Terms

Client shall pay Reviewer the fees and expenses set forth below in exchange for the services and deliverables. Fees are exclusive of applicable taxes and third-party expenses unless otherwise noted.

Any undisputed amount not paid when due shall accrue interest at the rate specified below and Reviewer may suspend delivery of any additional services until all undisputed amounts are paid in full.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least Notice Period (days): prior to the effective termination date. Termination for cause may be effected immediately upon written notice in the event of a material breach that remains uncured for a period of thirty (30) days after written notice of the breach.

Confidentiality

For purposes of this Agreement, Confidential Information means non-public information disclosed by Client to Reviewer, whether disclosed orally, visually, or in writing, 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. Reviewer shall (a) use Confidential Information solely to perform the services under this Agreement, (b) restrict disclosure of Confidential Information to its employees, contractors and advisers who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (c) not disclose Confidential Information to any third party without Client's prior written consent. Reviewer shall return or destroy Confidential Information upon Client's request, except to the extent retention is required by law or to preserve work product necessary for internal records.

Independent Contractor; Liability

Reviewer is an independent contractor and nothing in this Agreement creates an employment, agency or partnership relationship. Reviewer shall be responsible for all taxes and withholdings associated with its personnel. Except for willful misconduct or gross negligence, Reviewer's aggregate liability for any claim arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total fees paid to Reviewer under this Agreement. In no event shall Reviewer be liable for special, incidental, consequential or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of law principles. Governing Jurisdiction:

Entire Agreement; Amendments

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

Additional Provisions

No waiver of any right or remedy under this Agreement shall be effective unless in writing and signed by the party waiving such right. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

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