Document Review Share Agreement

DOCUMENT REVIEW SHARE AGREEMENT

This Document Review Share Agreement (the Agreement) is entered into as of Effective Date: by and between:

Reviewer Name:    Client Name:

RECITALS

WHEREAS, Reviewer is engaged in the business of providing document review, editorial, analytical and related services and possesses the expertise, personnel and systems necessary to perform detailed review and to compile summaries, redlines and commentary for business documents;

WHEREAS, Client desires to engage Reviewer to perform document review services with respect to documents described in Section 1, and Reviewer is willing to perform such services subject to the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth their respective rights regarding delivery of reviewed materials and the sharing of fees, revenues, or derivative deliverables resulting from the review work.

1. SCOPE OF WORK

Reviewer shall perform document review services for Client as described below. Reviewer shall use reasonable care, commercially reasonable methods and qualified personnel in performing the services. Reviewer will deliver review outputs in the formats and delivery schedule set forth in the Scope of Work field below.

2. PAYMENT TERMS

Client shall pay Reviewer compensation in accordance with this Section. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

In addition to fixed fees, the parties agree to share revenues or proceeds derived from the reviewed documents as follows: Revenue Share Percentage: % to Reviewer, with the remainder to Client, unless an alternate allocation is specified in a written amendment signed by both parties.

Late payments shall accrue interest at the lesser of (a) % per month compounded monthly or (b) the maximum rate permitted by applicable law, commencing on the date payment is due. Client shall also reimburse Reviewer for reasonable collection costs, including attorneys' fees, incurred as a result of any late payment.

3. 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 material breach by the other party if such breach is not cured within days after written notice. Either party may terminate for convenience upon days' prior written notice to the other. Termination shall not relieve Client of its obligation to pay for services performed and costs incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party (Disclosing Party) to the other (Receiving Party) 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. Confidential Information includes drafts, redlines, notes, summaries, and any metadata derived from documents submitted for review.

The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations of confidentiality do not apply to information that (i) is or becomes generally available to the public other than through a breach by the Receiving Party, (ii) is rightfully received from a third party without restriction, (iii) was known to Receiving Party prior to disclosure, or (iv) is independently developed by Receiving Party without use of Disclosing Party Confidential Information.

Confidentiality obligations survive termination of this Agreement for a period of years, except with respect to trade secrets for which the Receiving Party’s obligations shall continue for so long as such information qualifies as a trade secret under applicable law.

5. INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, Client retains ownership of original documents provided to Reviewer. Reviewer retains ownership of the review methodologies, tools, templates and any non-client-specific know-how. Deliverables that are derivatives of Client-provided documents shall be owned by Client, subject to Reviewer’s right to be paid for services and subject to any revenue share specified in Section 2. The parties may license certain deliverables between them by separate written agreement.

6. REPRESENTATIONS; WARRANTY DISCLAIMER; LIMITATION OF LIABILITY

Each party represents that it has the full right and authority to enter into this Agreement and to perform its obligations hereunder. Reviewer warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO REVIEWER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any dispute arising under or relating to this Agreement shall be resolved by binding arbitration if agreed in writing by both parties, or in the absence of such agreement, by the state or federal courts located within the jurisdiction of the governing state.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement (including all exhibits and schedules hereto) 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 written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement without consent to an affiliate or to a successor in interest by merger or sale of substantially all of its assets provided that the assignee assumes all obligations hereunder. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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