Legal Audit Agenda

LEGAL AUDIT AGENDA

This Legal Audit Agenda (the Agenda) is entered into as of Effective Date: by and between Client Name: with Address: ("Client") and Auditor Name: with Address: ("Auditor").

RECITALS

WHEREAS, Client requires an assessment of certain legal, regulatory and contractual matters covering the period from through (the Audit Period); and

WHEREAS, Auditor has represented that it has the qualifications, personnel and methodologies necessary to conduct a legal audit in accordance with the scope described below; and

WHEREAS, the parties desire to set forth the agenda, scope, schedule, deliverables and administrative terms governing the performance of the audit.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. PURPOSE

The purpose of this Agenda is to identify the objectives, scope, procedures, timing and responsibilities for the legal audit to be performed by Auditor for Client. The audit is intended to identify material legal risks, gaps in compliance with applicable laws and contractual obligations, and to recommend remedial actions where appropriate. This Agenda is procedural and does not itself create substantive rights beyond those set forth herein.

2. SCOPE

The audit scope shall encompass the audit areas selected below. The selection may be expanded only by written amendment signed by authorized representatives of both parties.

Audit Areas (select applicable): Compliance with laws and regulations Contractual obligations and counterparties Data protection and privacy Employment and benefits Intellectual property Litigation and disputes Other:

3. OBJECTIVES

The principal objectives of the audit are to: (a) identify material legal and regulatory exposures; (b) evaluate controls and processes designed to mitigate identified exposures; and (c) produce clear, actionable recommendations for remediation and risk management.

4. AUDIT PROCEDURES

Auditor will employ inquiry, inspection of documents, sample testing and interviews as appropriate. Procedures will be designed to obtain sufficient, competent evidence to support factual findings and recommendations. Auditor will not render a legal opinion unless expressly contracted to do so in a separate engagement letter.

5. DOCUMENTS AND INFORMATION REQUESTED

Client shall provide timely access to the following categories of documents and information. Specific documents shall be produced in electronic form where practicable.

Corporate formation and governance documents Material contracts and amendments Policies, handbooks and compliance programs Employee and contractor records (redacted as necessary) Litigation files and settlement agreements

6. SCHEDULE AND LOGISTICS

The projected schedule for audit activities is set forth below. Dates are target dates and may be adjusted by mutual written agreement.

7. PARTICIPANTS AND ROLES

8. ACCESS, COOPERATION AND TIMELY PRODUCTION

Client shall provide reasonable access to employees, facilities and records during normal business hours and shall designate personnel to assist Auditor. Failure to provide timely access may result in schedule adjustments and shall not constitute Auditor’s breach. Client represents that documents provided are, to the best of Client’s knowledge, accurate and complete.

9. CONFIDENTIALITY AND USE OF FINDINGS

All non-public information exchanged for the purposes of the audit shall be held in confidence by Auditor and used solely to perform the audit and prepare deliverables. Auditor shall not disclose findings to third parties except as required by law or to the extent necessary to report to Client, and then only after reasonable notice to Client. Nothing in this Agenda waives any privilege or alters legal duties regarding privileged communications.

10. DELIVERABLES

Auditor shall prepare and deliver the following: a factual findings memorandum, a risk assessment report, and a set of prioritized recommendations. Delivery format and distribution list shall be agreed in advance.

11. LIMITATIONS OF LIABILITY

Auditor’s obligations are limited to the scope set forth in this Agenda. Auditor shall not be liable for indirect, incidental, punitive or consequential damages arising from performance of the audit. To the extent permitted by law, Auditor’s aggregate liability shall be limited to fees paid by Client for the services related to this Agenda. This limitation allocates risk between the parties and is reflected in the fees charged.

12. NOTICES

Formal notices under this Agenda shall be in writing and delivered to the addresses set forth below by hand, nationally recognized overnight courier, or certified mail, return receipt requested. Notice shall be effective upon receipt.

13. AMENDMENTS, WAIVER, COUNTERPARTS

Any amendment to this Agenda must be in writing and signed by authorized representatives of both parties. No failure or delay by either party in enforcing any right shall operate as a waiver of that right. This Agenda may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW

This Agenda shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to choice of law principles.

15. ENTIRE AGREEMENT

This Agenda contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written, relating to the audit as described herein.

16. SEVERABILITY

If any provision of this Agenda is held invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions, which shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties’ original intent.

17. AUTHORITY TO EXECUTE

Each individual signing below represents and warrants that he or she is duly authorized to sign on behalf of the party for whom he or she signs and that the party is bound by the terms of this Agenda.

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