Business Form Review

BUSINESS FORM REVIEW AGREEMENT

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

WHEREAS

WHEREAS, Client engages Reviewer to perform a professional review of specified business forms, templates, and associated procedural instructions to identify legal, regulatory, and operational risks and to recommend revisions (the Services); and

WHEREAS, Reviewer represents that it possesses the requisite experience, qualifications, and expertise to perform the Services and shall perform the Services in a timely, professional manner in accordance with industry standards.

WHEREAS, the parties desire to set forth herein the scope, payment, confidentiality, and other terms governing the provision of Services.

SCOPE OF WORK

Reviewer shall perform the Services described below. Reviewer will examine the forms and supporting materials submitted by Client and will deliver written findings and recommended revisions. The Services shall include review for clarity, internal consistency, compliance with applicable legal and regulatory obligations identified by the parties, and recommended drafting changes.

PAYMENT TERMS

Client shall pay Reviewer fees in accordance with the schedule below. All amounts are payable in United States dollars unless otherwise agreed in writing. Unless otherwise stated, expenses reasonably incurred by Reviewer in connection with the Services will be reimbursed by Client.

Unpaid amounts shall accrue a late fee of percent per month (or the maximum permitted by law, if less). In addition, Client will reimburse Reviewer for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure such breach within the notice period specified above. Termination shall not relieve Client of the obligation to pay for Services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Reviewer acknowledges that Reviewer may receive Confidential Information belonging to Client. "Confidential Information" means non-public information disclosed by Client that is clearly identified as confidential or that, by its nature, should reasonably be understood to be confidential. Reviewer shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform the Services, and (iii) not disclose Confidential Information to any third party except to Reviewer personnel with a need to know who are bound by confidentiality obligations no less protective than those contained herein.

Confidential Information shall not include information that: (a) is or becomes generally available to the public through no act or omission of Reviewer; (b) is rightfully received from a third party without breach of an obligation of confidentiality; (c) is independently developed by Reviewer without use of Client Confidential Information; or (d) is required to be disclosed by law, provided Reviewer gives Client prompt written notice and reasonably cooperates with Client in any lawful effort to limit or contest such disclosure.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF REVIEWER FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO REVIEWER UNDER THIS AGREEMENT.

INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claim, damage, loss, or expense (including reasonable attorneys' fees) arising out of the indemnifying party's breach of its representations, warranties, or obligations under this Agreement, or its gross negligence or willful misconduct in performing the Services.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be delivered in writing to the addresses above (or such other addresses as the parties may designate in writing) and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid.

ACKNOWLEDGMENT

Each party represents and warrants that it has the full corporate or individual power and authority to enter into and perform its obligations under this Agreement and that the person signing below is authorized to bind the party.

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