Business Document Review and Sign

BUSINESS DOCUMENT REVIEW AND SIGN

This Business Document Review and Sign Agreement (the Agreement) is entered into effective as of by and between:

Client Name:    Client Address:

Reviewer Name:    Reviewer Address:

Recitals

WHEREAS, Client desires to engage Reviewer to perform a professional review of business documents, contracts, and related materials and to provide written sign-off or recommended revisions as set forth in this Agreement; and

WHEREAS, Reviewer has the experience and expertise to perform the review services described herein and is willing to provide such services to Client in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the review, sign-off, and any advisory statements issued by Reviewer.

Scope of Work

Deliverables will include written review notes, marked-up documents, and a formal sign-off memorandum when applicable. Reviewer will deliver the Deliverables in electronic format unless otherwise agreed in writing.

Payment Terms

Late Fee: Amounts not paid within the time specified in the Payment Schedule shall incur a late fee of per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable costs of collection, including attorney fees.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of 15 days after written notice of the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other that is designated confidential or that, under the circumstances of disclosure, ought reasonably to be treated as confidential. Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (a) use the Confidential Information only to perform its obligations under this Agreement; (b) protect the Confidential Information with 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, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth in this Agreement.

The obligations set forth in this Confidentiality section shall survive termination of this Agreement for a period of years.

Representations; Warranties; Indemnity

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Reviewer represents that services will be performed in a competent and professional manner in accordance with generally accepted industry standards.

Client shall indemnify, defend and hold harmless Reviewer from and against any third-party claims, liabilities, losses, and expenses arising out of Client's use of the Deliverables, Client-provided information, or Client's breach of this Agreement, except to the extent directly caused by Reviewer's gross negligence or willful misconduct.

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 law principles. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

Entire Agreement

This Agreement, including all exhibits and schedules attached hereto and any written amendments executed by both parties, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held to be 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 merger or sale of substantially all its assets.

Notices required under this Agreement shall be in writing and sent to the addresses set forth above or to such other address as either party may designate by written notice to the other.

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