Legal ASIC Review Template

LEGAL ASIC REVIEW TEMPLATE

Client Name:    Reviewer Name:    Effective Date:

RECITALS

WHEREAS, Client Name: is an entity subject to statutory and regulatory obligations administered by the Australian Securities and Investments Commission and requires a documented legal review of specified filings and registers;

WHEREAS, Reviewer Name: has represented that it possesses the professional qualifications and experience necessary to perform a legal review of ASIC-related filings and records in accordance with applicable professional standards;

WHEREAS, the parties desire that Reviewer perform the review described below and provide findings, conclusions and recommended remedial actions in respect of compliance matters identified in the review.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. SCOPE OF REVIEW

1.1 Reviewer shall undertake a limited legal review (the Review) of the items expressly listed in Section 2 below, to assess whether those items materially conform with applicable statutory filing requirements, register maintenance obligations and formal company records as at Review Completion Date: . The Review is not an audit and does not constitute legal advice on matters beyond the stated scope.

1.2 Reviewer will conduct the Review using professional standards customarily applied in corporate compliance reviews. Reviewer will identify material non-conformities, defects in form, and omissions, and will recommend corrective steps. Reviewer does not warrant that review will identify all deficiencies.

2. DOCUMENTS AND MATERIALS REVIEWED

Reviewer relied upon copies of the documents, certifications of authenticity provided by Client, and representations of factual matters set forth in the provided materials. Reviewer is entitled to assume the completeness and authenticity of provided source documents unless expressly advised otherwise in writing.

3. FINDINGS AND OBSERVATIONS

3.1 Each finding set out in the Summary is accompanied by a statement of the legal basis for the finding, including reference to statutory provisions, regulation, or documentary evidence where applicable.

4. COMPLIANCE ASSESSMENT

4.1 Compliance Determination: Reviewer assesses the reviewed items as:   Compliant   Non-compliant   Partially compliant

5. RECOMMENDATIONS

6. LIMITATION OF REVIEW AND LIABILITY

6.1 The Review is limited to the matters expressly described in Section 1 and the documents expressly listed in Section 2. The Review does not constitute a full legal audit, tax review or financial audit. Reviewer provides no opinion as to the accuracy of financial statements or tax filings unless explicitly included in Section 2.

6.2 To the maximum extent permitted by law, Reviewer’s liability arising out of or in connection with the Review shall be limited to direct damages and capped at an aggregate amount equal to the fees paid by Client for the Review. Reviewer shall not be liable for indirect, consequential or punitive damages.

7. CONFIDENTIALITY

7.1 Each party shall keep confidential all non-public information disclosed in connection with the Review and shall not disclose such information to any third party except as required by law or with the other party's prior written consent.

7.2 The confidentiality obligations shall survive termination of this Template for a period of three (3) years, or longer if required by applicable professional rules.

8. NOTICES

8.1 All notices under this Template shall be in writing and shall be deemed delivered when delivered personally, by certified mail, or by electronic transmission to the addresses provided above.

9. AMENDMENTS, WAIVER AND COUNTERPARTS

9.1 No amendment or waiver of any provision of this Template will be effective unless in writing and signed by both parties. No failure or delay by either party to exercise any right will operate as a waiver of that right.

9.2 This Template may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

10. GOVERNING LAW, ENTIRE AGREEMENT, SEVERABILITY

10.1 Governing Law: This Template shall be governed by and construed in accordance with the laws of the jurisdiction agreed by the parties:

10.2 Entire Agreement: This Template constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral, relating to the Review.

10.3 Severability: If any provision of this Template is held to be invalid or unenforceable, that provision will be struck and the remaining provisions will remain in full force and effect.

11. ADDITIONAL MATTERS

CERTIFICATION

Reviewer certifies that, to the best of Reviewer’s knowledge after reasonable inquiry, the statements contained in the Findings and Compliance Assessment are true and accurate as of the Review Completion Date, and that reasonable professional care was exercised in conducting the Review. The certification is limited to matters within the scope expressly described in Section 1.

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