Legal Assessment Contract

LEGAL ASSESSMENT CONTRACT

This Legal Assessment Contract (the "Agreement") is entered into as of , by and between Client Name: , a organized under the laws of with principal place of business at ; and Consultant Name: , a with principal place of business at .

RECITALS

WHEREAS, Client desires a professional legal assessment of the matters described as: (the "Matter");

WHEREAS, Consultant has the training, experience and qualifications to render a legal assessment and related advisory services; and

WHEREAS, Client desires to engage Consultant and Consultant agrees to provide the assessment subject to the terms and conditions herein.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows:

1. DEFINITIONS

1.1 "Assessment" means the legal review, analysis and professional advice to be provided by Consultant as described in Section 2. 1.2 "Deliverables" means the written reports, memoranda and other materials actually delivered to Client under this Agreement. 1.3 "Confidential Information" means non-public business, technical or legal information disclosed by either party in connection with this Agreement, excluding information that is publicly known through no breach by the receiving party or that is rightfully received from a third party without restriction.

2. SCOPE OF SERVICES

Consultant shall perform a legal assessment of the Matter, including review of documents provided by Client, interviews with Client personnel where reasonably necessary, legal research and preparation of written findings. The specific scope and tasks are described as follows:

Consultant will use commercially reasonable efforts to deliver the Deliverables within days of the Effective Date, subject to timely cooperation by Client.

3. FEES AND PAYMENT

Client shall pay Consultant a fee in consideration for the Assessment as follows.

Unpaid amounts shall accrue interest at the rate of , or the maximum lawful rate if lower. Client shall reimburse Consultant for reasonable out-of-pocket expenses incurred in connection with the Assessment that are pre-approved by Client in writing.

4. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until completion of the Deliverables unless earlier terminated as provided below. Either party may terminate this Agreement for convenience upon days' written notice to the other. Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice of the breach.

Upon termination Client shall pay Consultant for all services performed and expenses incurred up to the effective date of termination and for any non-cancellable commitments properly made by Consultant prior to termination.

5. CONFIDENTIALITY

Each party agrees to hold Confidential Information of the other in strict confidence and to use such information solely for the purposes of performing under this Agreement. The receiving party shall not disclose Confidential Information to any third party except to those employees, agents or professional advisors who have a need to know and who are bound to confidentiality obligations no less protective than those set forth herein.

The obligations set forth in this Section shall not apply to information that (a) is or becomes publicly available through no breach by the receiving party; (b) is rightfully received from a third party without restriction; or (c) is required to be disclosed by law or valid legal process, provided that the receiving party gives the disclosing party prompt notice to permit the disclosing party to seek protective measures.

6. CONFLICTS; INDEPENDENCE

Consultant represents that, except as disclosed in writing to Client prior to execution, Consultant has no present conflicts of interest that would materially impair Consultant's ability to perform the Assessment. Consultant shall promptly disclose any actual or potential conflicts that arise during the engagement and shall cooperate with Client to resolve such matters.

7. INTELLECTUAL PROPERTY

All pre-existing intellectual property of each party shall remain the sole property of that party. Consultant hereby grants to Client a non-exclusive, non-transferable license to use the Deliverables solely for Client's internal business purposes. Any underlying work product, methodologies, templates or materials used by Consultant and not created specifically for Client shall remain the property of Consultant.

8. REPRESENTATIONS AND WARRANTIES

Consultant represents and warrants that Consultant will perform the Assessment in a professional and workmanlike manner consistent with applicable professional standards. Client represents that it has authority to engage Consultant and to provide the information necessary for Consultant to perform the Assessment.

9. INDEMNIFICATION

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's breach of this Agreement, gross negligence or willful misconduct. This indemnity shall not apply to the extent such claims arise from the Indemnitee's own negligence or willful misconduct.

10. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or a party's indemnification obligations, neither party shall be liable to the other for any consequential, incidental, special or punitive damages. The total aggregate liability of Consultant for any and all claims arising from or related to this Agreement shall not exceed the total fees actually paid by Client to Consultant under this Agreement.

11. INSURANCE

During the term of this Agreement Consultant shall maintain professional liability insurance with limits not less than per claim and provide evidence of such insurance upon Client's reasonable request.

12. NOTICES

All notices, requests or other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by personal delivery, certified mail (return receipt requested), or overnight courier.

13. AMENDMENTS; WAIVER; SEVERABILITY

This Agreement may be amended only by a written instrument signed by both parties. Failure or delay by a party to exercise any right or remedy shall not constitute a waiver of that right. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith to replace any invalid provision with a valid provision reflecting the parties' intent.

14. ENTIRE AGREEMENT; GOVERNING LAW

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of laws principles.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed signature page by electronic means shall be effective as delivery of an original signature.

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