Legal Due Diligence Support Template

LEGAL DUE DILIGENCE SUPPORT AGREEMENT

This Legal Due Diligence Support Agreement (the Agreement) is entered into on this day of , by and between Client Name: (Client), an entity selecting one or more of the following: Corporation LLC Other, and Advisor Name: (Advisor), an entity selecting one or more of the following: Corporation LLC Other.

RECITALS

WHEREAS, Client is pursuing or evaluating the transaction or matter described as: (the Transaction); and

WHEREAS, Client requires legal due diligence review, document collection, analysis and other support services in connection with the Transaction; and

WHEREAS, Advisor has expertise and agrees to provide due diligence support on the terms set forth in this Agreement.

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

1. SCOPE OF SERVICES

1.1 Services. Advisor shall provide legal due diligence services including, without limitation, collection and review of corporate records, material contracts, intellectual property matters, employment and benefits matters, regulatory filings, litigation and claims records, and financial legal analysis as reasonably requested by Client (the Services). Services shall include preparation of written summaries, risk matrices, comments to contract provisions, and attendance at meetings with Client or its representatives where necessary.

1.2 Deliverables. Advisor shall deliver to Client the following deliverables: a due diligence issues memorandum, a consolidated documents list, and annotated contract summaries. Specific required deliverables and deadlines:

1.3 Document Categories. Client may request review of the following document categories (check all that apply):

2. CLIENT OBLIGATIONS

2.1 Cooperation. Client shall timely provide to Advisor all information, documents, facilities and access to personnel reasonably requested by Advisor to perform the Services. Failure to provide requested materials may result in delay and Advisor shall not be liable for delays caused by Client.

3. CONFIDENTIALITY

3.1 Confidential Information. Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. Confidential Information means information disclosed in any form that is designated confidential or that by its nature reasonably should be understood to be confidential.

3.2 Obligations. Each party shall (a) hold the Confidential Information in confidence using at least the same degree of care it uses to protect its own similar information but in no event less than reasonable care; (b) not use Confidential Information for any purpose other than performing under this Agreement; and (c) not disclose Confidential Information except to employees, agents and third-party advisors who have a need to know and are bound by obligations of confidentiality at least as protective as those set forth herein.

3.3 Exceptions. Confidential Information shall not include information that is or becomes publicly available other than by breach of this Agreement, already in the receiving party's possession without restriction, lawfully received from a third party, or independently developed without use of the disclosing party's Confidential Information.

4. DATA SECURITY AND PRIVACY

4.1 Security Measures. Advisor shall implement and maintain administrative, technical and physical safeguards designed to protect Confidential Information against unauthorized access, disclosure, alteration or destruction, consistent with industry standards for similar legal services.

5. FEES AND EXPENSES

5.1 Fees. Client shall pay Advisor fees for Services as follows: a fixed fee, an hourly rate, or a blended arrangement as set forth below. Unless otherwise agreed in writing, Client shall reimburse Advisor for reasonable out-of-pocket expenses incurred in connection with the Services.

6. TERM AND TERMINATION

6.1 Term. This Agreement shall commence on the date set forth above and continue until completion of the Services unless earlier terminated in accordance with this Section 6.

6.2 Termination for Convenience. Either party may terminate this Agreement upon days' prior written notice to the other party. Upon termination Advisor shall be entitled to payment for Services performed and unreimbursed expenses incurred through the effective date of termination.

7. LIABILITY; INDEMNITY

7.1 Limitation of Liability. Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall be limited to the total fees paid or payable to Advisor under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

7.2 Indemnity. Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

8. INTELLECTUAL PROPERTY

8.1 Pre-Existing Materials. Each party retains all rights, title and interest in and to its pre-existing intellectual property. Advisor grants to Client a non-exclusive, non-transferable license to use any Advisor-prepared deliverables solely for purposes of the Transaction.

9. REPRESENTATIONS AND WARRANTIES

9.1 Mutual Representations. Each party represents and warrants that it has full power and authority to enter into this Agreement, that execution and performance do not conflict with any agreement or obligation binding on it, and that the person signing this Agreement is duly authorized.

10. NOTICES

10.1 Notices. All notices, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses specified below or to such other address as a party may designate by notice in accordance with this Section.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

11.2 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be effective as originals.

12. GOVERNING LAW; DISPUTE RESOLUTION

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws principles. State/Province:

12.2 Dispute Resolution. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If such dispute is not resolved within thirty (30) days, the parties agree to proceed to mediation prior to initiating litigation. The parties may agree instead to binding arbitration in the governing jurisdiction; select below if arbitration is agreed: Arbitration

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 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.

13.2 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such provision shall be modified to the extent necessary to make it enforceable while preserving the parties' intent, and the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS

14.1 Assignment. Neither party shall assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control.

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