Legal Audit Letter

LEGAL AUDIT LETTER

Date:   This Legal Audit Letter (the "Letter") is delivered by Law Firm Name: to Client Name: .

RECITALS

WHEREAS, Client Name has requested that Law Firm Name perform a legal audit of Client's operations, contracts and records for the period commencing and ending (the "Audit Period") to identify material legal noncompliance, contractual exposure and recommendations;

WHEREAS, Law Firm Name has agreed to perform the legal audit subject to the terms and scope set forth in this Letter and any engagement addenda; and

WHEREAS, the parties intend that this Letter will memorialize the scope, findings, conclusions and limitations of the legal audit engagement.

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

1. ENGAGEMENT AND SCOPE

1.1 Engagement. Law Firm Name will conduct a legal audit limited in scope to those matters expressly described in this Letter and any accompanying engagement schedule. The audit is advisory in nature and is not a substitute for regulatory inspections, judicial determination or a guarantee of legal compliance.

1.2 Scope. The audit shall include a review of the following categories as applicable: corporate governance, material contracts, employment and benefits compliance, intellectual property protection, regulatory permits and licenses, and pending or threatened litigation. Specific matters to be reviewed are set out in the engagement scope summary below.

2. DOCUMENTS REVIEWED

2.1 Representative Document List. Law Firm Name reviewed documents and information furnished by Client and third parties. The review was limited to those documents listed below; absence of a document from the list indicates that it was not examined.

3. FINDINGS

3.1 Summary of Findings. Based on the documents reviewed and interviews conducted, Law Firm Name identifies the following categories of findings.

Material noncompliance issues identified    If checked, number of material items:

3.2 Specific Findings. For each material finding Law Firm Name has provided: a concise description of the issue, the legal or contractual basis for concern, the potential legal or financial impact, and recommended remedial steps. Client acknowledges that findings are based on documents made available and representations by Client.

4. OPINIONS AND CONCLUSIONS

4.1 Limited Legal Opinions. To the extent expressly stated in writing, Law Firm Name may render limited legal opinions in connection with the audit. Any such opinions are limited to the matters expressly described and are dependent on the completeness and accuracy of the factual information provided by Client.

4.2 No Guarantee. Nothing in this Letter constitutes a guarantee that the Client is free from liability or that no regulatory enforcement, litigation or other claim will arise. Law Firm Name does not warrant the outcome of any remedial steps taken in reliance on the audit.

5. RECOMMENDATIONS AND REMEDIAL ACTIONS

5.1 Recommendations. Law Firm Name's recommendations are prioritized by legal risk and practical achievability. Client shall consider the recommendations and determine appropriate remedial measures.

6. LIMITATIONS AND RELIANCE

6.1 Limitation on Scope. The audit did not include independent verification of facts, forensic accounting, or a comprehensive regulatory compliance program assessment unless expressly agreed in writing. The audit conclusions are limited to the matters and time period expressly examined.

6.2 Reliance. This Letter is intended solely for the use of Client and, except as provided in Section 7, may not be relied upon by third parties absent the prior written consent of Law Firm Name. Client may provide copies to advisers retained by Client who have a need to know, provided such advisers agree to keep the Letter confidential on terms no less protective than those herein.

7. CONFIDENTIALITY

7.1 Confidential Treatment. The parties agree that the contents of this Letter and the underlying audit materials are confidential attorney work product and privileged communications to the extent permitted by law. Neither party shall disclose the Letter to any third party except as required by law or with the other's prior written consent.

Client authorizes disclosure to Client's advisers (subject to confidentiality)

8. NOTICES

All notices, requests or other communications required or permitted under this Letter must be in writing and delivered to the addresses set forth below or such other address as a party may designate by notice in accordance with this Section.

9. AMENDMENT; WAIVER; COUNTERPARTS

9.1 Amendment. No amendment or modification of this Letter will be effective unless in writing and signed by authorized representatives of both parties.

9.2 Waiver. The failure of either party to enforce any provision of this Letter shall not constitute a waiver of that provision or any other provision.

9.3 Counterparts. This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1 Governing Law. This Letter shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or relating to this Letter.

Governing Law State:

10.2 Entire Agreement. This Letter, together with any attachments or engagement schedules executed by the parties, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

10.3 Severability. If any provision of this Letter is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

ACKNOWLEDGMENT

By signing below, Client acknowledges receipt of this Letter, confirms that the information provided to Law Firm Name for the purposes of the audit is true and complete to the best of Client's knowledge, and consents to the terms, limitations and confidentiality obligations set forth herein.

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