Legal Diligent Form

LEGAL DILIGENT FORM

This Legal Diligent Form (the "Form") is entered into as of between Client Name: (the "Client") and Diligence Provider Name: (the "Provider").

RECITALS

WHEREAS, the Client requires a legal due diligence review concerning the matters and documents described in this Form; and

WHEREAS, the Provider has represented that it possesses the requisite experience, personnel and professional credentials to perform such legal diligence services; and

WHEREAS, the parties desire to set forth the scope, standard of care, limitations and reliance terms associated with the Provider's diligence work.

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

1. DEFINITIONS

For purposes of this Form, the following terms have the following meanings: "Diligence Deliverables" means any written report, memorandum, lists, work product, summaries and related materials delivered by Provider to Client in connection with the work described in Section 2. "Confidential Information" has the meaning set forth in Section 5.

2. SCOPE OF DILIGENCE

2.1 Provider shall perform legal due diligence limited to the matters expressly described in the Scope of Diligence below. Provider's work shall be limited to the review of documents and information expressly provided or made available to Provider by Client or by third parties authorized by Client.

3. STANDARD OF CARE; DELIVERABLES

3.1 Provider shall perform the diligence services in accordance with generally accepted professional standards applicable to comparable legal due diligence engagements. Provider does not guarantee discovery of every issue; Provider's obligations are limited to a reasonable, documented review of the materials provided.

3.2 Deliverables shall consist of a written Findings Summary and supporting documentation as described in the Scope of Diligence. Deliverables shall identify material exceptions, legal risks, and recommended next steps; they shall not constitute legal advice beyond the scope expressly requested by Client.

4. RELIANCE

4.1 Unless the parties expressly agree in writing, Diligence Deliverables are prepared solely for the Client's internal use in connection with the transaction or matter stated in the Scope of Diligence. Third-party reliance is permitted only if expressly authorized in writing by Provider and Client.

Allow third-party reliance: Yes No

5. CONFIDENTIALITY

5.1 Each party shall treat all Confidential Information as confidential and shall not disclose such information to any third party except to the extent required by law or with the disclosing party's prior written consent. Confidential Information includes the identity of custodians, non-public documents provided for diligence, and the content of Findings Summary.

6. LIMITATIONS OF LIABILITY

6.1 Provider's liability to Client for any claim arising out of or relating to this Form, whether in contract, tort (including negligence) or otherwise, shall be limited in the aggregate to the greater of (a) the fees actually paid to Provider for the services performed under this Form, or (b) $.

6.2 In no event shall Provider be liable for (a) lost profits, (b) special, punitive, consequential, or incidental damages, even if advised of their possibility, or (c) matters outside the scope of the materials provided to Provider.

7. INDEMNIFICATION

Client shall indemnify, defend and hold Provider harmless from and against all third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from Client's provision of false, incomplete or misleading documents or information to Provider, or from Client's use of the Diligence Deliverables outside the agreed scope.

8. FEES AND PAYMENT

8.1 Client shall pay Provider the fees agreed in writing for the services performed. Unless otherwise agreed, invoices are due within thirty (30) days of delivery. Overdue amounts bear interest at the lesser of 1.5% per month or the maximum permitted by law.

9. TERM; TERMINATION

Either party may terminate this Form upon written notice if the other party materially breaches any provision and fails to cure within fourteen (14) days after receiving notice. Termination shall not relieve Client of payment obligations for services performed through the termination date.

10. NOTICES

All notices required or permitted under this Form shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight courier.

11. AMENDMENTS; WAIVER; COUNTERPARTS

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

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

12.2 Entire Agreement: This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings and negotiations.

12.3 Severability: If any provision of this Form is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall be enforced to the fullest extent permitted by law.

13. MISCELLANEOUS

13.1 Assignment: Neither party may assign its rights or obligations under this Form without the other party's prior written consent, except to an affiliate or successor in connection with a merger or sale of substantially all assets.

13.2 Remedies: The parties acknowledge that monetary damages may be inadequate for breach of confidentiality obligations and that injunctive relief may be sought in addition to other remedies.

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