Legal Contract Review

LEGAL CONTRACT REVIEW AGREEMENT

This Contract Review Engagement Agreement ("Agreement") is made and entered into as of Effective Date: by and between Reviewer Name: (the "Reviewer") and Client Name: (the "Client").

RECITALS

WHEREAS, Client has presented to Reviewer a proposed contract identified as Contract Title: , between Client and Counterparty: dated Contract Date: for review and comment;

WHEREAS, Reviewer possesses the legal knowledge and experience necessary to review commercial contracts and to render limited written advice regarding identified risks, ambiguities, and recommended revisions; and

WHEREAS, the parties desire to set forth the scope, deliverables, limitations, fees, and other terms governing Reviewer's provision of contract review services to Client.

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

1. ENGAGEMENT AND SCOPE

1.1 Engagement. Client hereby engages Reviewer, and Reviewer accepts such engagement, to perform a review of the identified contract and to deliver the written deliverables described in Section 3. The review shall be limited to the matters expressly stated herein and shall not constitute ongoing representation or primary negotiation of the contract on behalf of Client.

1.2 Scope. The scope of services shall include: (a) identification of material legal and commercial risks; (b) identification of ambiguous or inconsistent provisions; (c) identification of typical insurance, indemnity, limitation of liability, confidentiality, and termination provisions that may warrant revision; and (d) recommended language and redlines where appropriate. Specific scope exclusions are set forth in Section 5.

2. STANDARDS, PROCEDURES, AND RELIANCE

2.1 Standard of Care. Reviewer will perform services in a commercially reasonable manner consistent with the level of care and skill ordinarily exercised by attorneys or contract review professionals experienced in similar matters. Reviewer does not guarantee a particular result.

2.2 Client Cooperation. Client shall provide complete and accurate copies of all contract documents, exhibits, and related materials and shall disclose known facts material to the review. Reviewer may rely upon the completeness and accuracy of information provided by Client.

3. DELIVERABLES AND TIMING

3.1 Deliverables. Reviewer shall provide the following deliverables: (a) Written Summary of Findings; (b) Detailed Comments and Suggested Revisions annotated in-document or as a redline; and (c) Written Recommendations regarding negotiation priorities and fallback positions.

3.2 Delivery Format. Deliverables shall be delivered electronically in PDF and, where applicable, in redline format compatible with commonly used word processing software, unless the parties agree otherwise in writing.

4. FINDINGS, RECOMMENDATIONS AND ISSUE TRACKING

4.1 Findings. Reviewer shall identify material issues and categorize each as Major, Moderate, or Minor. Reviewer will prioritize issues that present contractual exposure to indemnity, damages, payment obligations, term and termination, confidentiality, or regulatory compliance.

4.2 Checkboxes for Common Issue Areas (check all that apply):

Indemnity / Hold Harmless concerns Limitation of Liability insufficient

Termination and renewal issues Confidentiality and data protection gaps

5. LIMITATIONS, EXCLUSIONS, AND RELIANCE

5.1 Limitations. Reviewer’s analysis is limited to the contract text and materials provided by Client. Reviewer does not inspect factual operations, financial statements, or third-party documents unless expressly engaged to do so. Reviewer does not provide tax, accounting, or regulatory compliance opinions except as specifically stated in writing.

5.2 No Guarantee. Reviewer’s comments and recommendations are advisory in nature and do not guarantee a successful negotiation outcome or absence of future disputes.

6. CONFIDENTIALITY

6.1 Confidential Information. Reviewer shall maintain in confidence all non-public information provided by Client that is designated as confidential or would reasonably be considered confidential under the circumstances, and shall not disclose such information except as required by law or with Client’s prior written consent.

6.2 Return or Destruction. Upon termination of this Agreement or upon Client’s written request, Reviewer shall return or destroy confidential materials as directed by Client, except to the extent retention is required by law or ethical obligations.

7. FEES, EXPENSES, AND PAYMENT

7.1 Fees. Client shall pay Reviewer Fees in the amount set forth below for the scope described in Section 1. Fees are non-refundable except as required by law.

7.2 Expenses. Client shall reimburse Reviewer for reasonable out-of-pocket expenses incurred in connection with the review, provided that such expenses are pre-approved by Client when practicable.

8. CONFLICTS OF INTEREST

8.1 Conflicts. Reviewer represents that, to the best of its knowledge, no conflict of interest exists that would materially impair Reviewer’s ability to provide the services, except as disclosed to Client in writing prior to execution of this Agreement.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided below. Notice is effective upon receipt.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendments. Any amendment or modification of this Agreement must be in writing and signed by both parties.

10.2 Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce it subsequently.

10.3 Counterparts. 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 transmitted by electronic means shall be deemed original signatures.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

11.2 Entire Agreement. This Agreement, together with any exhibits or attachments incorporated by reference, 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.

11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the parties' original intent.

12. MISCELLANEOUS

12.1 Relationship of Parties. Reviewer is an independent contractor and not an employee, partner, or agent of Client. Nothing in this Agreement shall be construed to create a fiduciary relationship beyond that of a professional engagement.

12.2 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Reviewer may assign receivables to a financial institution.

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