Lease Review Agreement

LEASE REVIEW AGREEMENT

THIS LEASE REVIEW AGREEMENT (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Reviewer Name: .

RECITALS

WHEREAS, Client desires to engage Reviewer to perform a review of a proposed lease for the premises located at (the "Lease"); and

WHEREAS, Reviewer has the expertise to review commercial or residential lease documents and provide written analysis and identified recommended revisions; and

WHEREAS, the parties desire to set forth the terms and conditions under which Reviewer will perform the review and deliver the agreed deliverables.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SCOPE OF SERVICES

1.1 Services. Reviewer shall review the Lease and provide the deliverables described in Section 2. The review shall include identification of material provisions affecting Client's obligations, liabilities, termination rights, rent and payment obligations, insurance and indemnity requirements, and any provision that materially limits Client's rights.

1.2 Limitations. Reviewer is not providing transactional representation in negotiations unless expressly agreed in writing. Reviewer’s review is based solely on the Lease document(s) provided by Client and any factual information supplied by Client. Reviewer will not perform independent due diligence beyond the scope described herein.

2. DELIVERABLES

2.1 Deliverables. Reviewer shall deliver, as applicable and as selected by Client, the following:

Executive summary of material lease issues Annotated copy or redline of the Lease Written memorandum with recommended negotiating positions

2.2 Delivery Timeline. Reviewer shall deliver the selected deliverables within business days after receipt of a complete copy of the Lease and required payment as specified in Section 3.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Reviewer the following fees: Fee Type: Flat Fee Hourly.

If Flat Fee selected, amount: . If Hourly selected, hourly rate: per hour.

3.2 Retainer. A retainer in the amount of is due upon execution of this Agreement and will be applied against the final invoice.

3.3 Payment Terms. Invoices are payable within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

4. CLIENT OBLIGATIONS

4.1 Cooperation. Client shall provide Reviewer with complete and accurate copies of the Lease and any related documents, and any factual information reasonably requested by Reviewer to perform the Services.

4.2 Authority. Client represents and warrants that it has the authority to provide the Lease and to authorize the review and receipt of deliverables under this Agreement.

5. CONFIDENTIALITY

5.1 Confidential Information. Reviewer agrees to treat all Lease documents and Client-provided information as confidential and shall not disclose such information to any third party except as required by law or with Client's prior written consent.

5.2 Exceptions. Confidentiality obligations do not apply to information that is or becomes publicly available other than by breach of this Agreement, or that Reviewer lawfully obtains from a third party without confidentiality restrictions.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1 Indemnification. Client shall indemnify and hold harmless Reviewer and its officers, agents and employees from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement or Client's use of the deliverables other than as contemplated herein.

6.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, REVIEWER'S AGGREGATE LIABILITY TO CLIENT ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO REVIEWER UNDER THIS AGREEMENT.

7. TERM; TERMINATION

7.1 Term. This Agreement commences on the Effective Date and continues until delivery of the agreed deliverables and payment of all amounts due, unless earlier terminated in accordance with this Section 7.

7.2 Termination for Convenience. Either party may terminate this Agreement upon seven (7) days' prior written notice to the other party. Upon termination, Client shall pay Reviewer for all services performed and expenses incurred through the effective date of termination.

8. INDEPENDENT CONTRACTOR

Reviewer is an independent contractor for all purposes under this Agreement. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties.

9. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice.

10. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may only be amended in a writing signed by both parties. A waiver of any provision or breach shall not constitute a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

11.1 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.

11.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior negotiations, understandings and agreements.

12. MISCELLANEOUS

12.1 Assignment. Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other, except to a successor in interest to substantially all of its business.

12.2 Expenses. Client shall reimburse Reviewer for reasonable out-of-pocket expenses pre-approved by Client. Reimbursable expenses shall be invoiced and paid in accordance with Section 3.

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