Legal Contract Advice Form

LEGAL CONTRACT ADVICE FORM

This Legal Contract Advice Form (the "Agreement") is made effective as of by and between Client Name: (the "Client") and Advisor Name: (the "Advisor").

RECITALS

WHEREAS, the Client has requested that the Advisor provide professional legal advice, analysis and written guidance concerning the contract described below; and

WHEREAS, the Advisor represents that it is duly authorized and qualified to render the requested contract advice and that such advice will be provided consistent with applicable professional standards and the terms set forth in this Agreement; and

WHEREAS, the Client and the Advisor desire to set forth the scope, deliverables, fees, and other terms and conditions under which the Advisor will provide contract-related advice to the Client.

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

1. SCOPE OF ADVICE

1.1 The Advisor shall provide legal review, analysis and written advice relating to the contract described as: . The legal issues to be addressed include:

2. DELIVERABLES AND TIMELINE

2.1 The Advisor shall deliver the following items: (a) written memorandum summarizing key risks and recommended revisions; (b) redline of proposed contract language where applicable; and (c) a summary of negotiation positions. Requested deliverables:

2.2 The Advisor will use commercially reasonable efforts to deliver the initial written advice within days following receipt of all necessary documents from the Client.

3. FEES AND PAYMENT

3.1 The Client shall pay the Advisor fees in accordance with the following terms. Fee amount or hourly rate:

3.2 Retainer: Retainer required    Retainer amount:

4. CONFIDENTIALITY AND PRIVILEGE

4.1 The parties acknowledge that communications between the Client and Advisor made for the purpose of obtaining legal advice are intended to be confidential and, where applicable, protected by the attorney-client privilege. The Advisor will maintain the confidentiality of Client information except as authorized by the Client or required by law.

4.2 The Client represents that all materials provided to the Advisor are owned by the Client or are provided with authority to disclose. The Client will notify the Advisor of any confidentiality obligations to third parties prior to disclosure.

5. CONFLICTS; REPRESENTATIONS

5.1 The Advisor has conducted a reasonable conflicts check and discloses the following potential conflicts (if none, state "None"):

5.2 The Client represents that it has disclosed to the Advisor all facts relevant to the subject matter and that the Client will cooperate in providing documents and information necessary for the Advisor to perform the services.

6. RELIANCE; LIMITATION OF LIABILITY

6.1 The Client may rely on the Advisor's written advice only to the extent expressly stated within that advice and only for the transaction and parties described. The Advisor shall have no obligation to update analyses for events occurring after delivery of the advice unless separately engaged to do so.

6.2 To the fullest extent permitted by law, the Advisor's aggregate liability to the Client arising out of or relating to this Agreement or the services provided shall not exceed the total fees paid by the Client to the Advisor for the specific matter giving rise to the claim. The Client expressly waives any claim for consequential, punitive or exemplary damages.

7. TERM AND TERMINATION

7.1 This Agreement shall commence on the Effective Date and shall continue until completion of the services described in Section 2 unless earlier terminated by either party upon written notice. Either party may terminate upon days' prior written notice.

7.2 Termination shall not relieve the Client of its obligation to pay for services rendered and costs incurred through the effective date of termination.

8. NOTICES

8.1 All notices, requests, consents, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier to the addresses set forth below.

9. AMENDMENTS; WAIVER; COUNTERPARTS

9.1 Any amendment to this Agreement must be in writing signed by authorized representatives of both parties. No waiver of any provision of this Agreement shall be effective unless in writing signed by the party waiving performance.

9.2 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. Signatures delivered by electronic means shall be binding.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles.

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

10.3 Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties to the maximum extent permitted by applicable law.

11. ADDITIONAL PROVISIONS

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