Legal File Review Agreement

LEGAL FILE REVIEW AGREEMENT

This Legal File Review Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: of Client Address: and Reviewer Name: of Reviewer Address: .

RECITALS

WHEREAS, Client possesses certain files, documents and related materials for which Client desires an independent review and written assessment; and

WHEREAS, Reviewer has the experience and expertise to perform a professional review of Client's files in accordance with the terms and scope set forth in this Agreement; and

WHEREAS, the parties desire to define their respective rights and obligations with respect to such review and any resulting deliverables.

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

1. Scope of Review

1.1 Services. Reviewer shall perform a professional review of the files and materials provided by Client and shall prepare a written report describing findings, observations and recommendations (the Review). The scope of the Review shall be as described below and in any attached statement of work.

1.2 Limitations. Unless expressly agreed in writing, the Review shall not include: independent verification of facts or documents, forensic analysis, legal advice tailored to specific claims or litigation strategy, or any procedures constituting an audit under professional standards.

2. Deliverables and Timing

2.1 Delivery Schedule. Reviewer will use commercially reasonable efforts to deliver the final report within days following receipt in full of the files required for the Review and any initial deposit required under Section 4.

3. Fees, Expenses and Payment

3.1 Fees. Client shall pay Reviewer the fees set forth below for performance of the Review.

3.2 Expenses. Client will reimburse Reviewer for reasonable, documented out-of-pocket expenses incurred in connection with the Review, including but not limited to document reproduction, courier and travel expenses, provided such expenses are pre-approved in writing by Client when such approval is commercially reasonable.

3.3 Payment Terms. Invoices are due and payable within days of invoice. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall pay a non-refundable deposit of where indicated in any statement of work.

4. Client Obligations

4.1 Cooperation. Client shall provide Reviewer with timely access to all files, documents, data and personnel reasonably necessary to perform the Review. Client represents that it has authority to provide the materials and that such materials are complete and accurate to the best of Client’s knowledge.

5. Confidentiality

5.1 Non-Disclosure. Reviewer shall treat as Confidential Information all non-public information and documents provided by Client for purposes of the Review. Reviewer will not disclose Confidential Information to any third party except as permitted by this Agreement or required by law.

5.2 Exceptions. Confidential Information does not include information that: (a) was in the public domain at the time of disclosure; (b) becomes publicly available through no wrongful act of Reviewer; (c) was rightfully known to Reviewer prior to receipt from Client; or (d) is independently developed by Reviewer without use of or reference to Client’s Confidential Information.

6. Conflicts of Interest and Independence

6.1 Conflicts. Reviewer represents that, to the best of its knowledge, no conflict of interest exists that would materially impair Reviewer’s independence in performing the Review. Reviewer will promptly disclose any potential conflict of which it becomes aware during the engagement.

7. Work Product and Ownership

7.1 Ownership. Subject to Client's payment in full for the Review, Reviewer grants Client a nonexclusive, non-transferable license to use the final written report delivered under this Agreement for Client's internal business purposes. Reviewer retains ownership of all underlying methodologies, templates, databases and intellectual property developed prior to or independently of this engagement.

8. Term and Termination

8.1 Term. This Agreement shall commence on the Effective Date and continue until completion of the Review unless earlier terminated in accordance with this Section.

8.2 Termination. Either party may terminate this Agreement for convenience upon prior written notice of days. Upon termination, Client shall pay Reviewer for all work performed and expenses incurred through the effective date of termination and, where applicable, a pro rata portion of any agreed fixed fee.

9. Representations and Warranties

9.1 Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Reviewer warrants that services will be performed in a professional manner consistent with generally accepted industry practices.

10. Limitation of Liability; Indemnity

10.1 Limitation of Liability. Except for liability arising from willful misconduct or gross negligence, in no event shall Reviewer be liable for indirect, special, punitive or consequential damages. Reviewer’s aggregate liability for any claim arising out of or related to this Agreement shall be limited to the greater of the fees paid by Client to Reviewer under this Agreement or .

10.2 Indemnification. Client shall indemnify, defend and hold Reviewer harmless from and against any third-party claims, liabilities or expenses (including reasonable attorneys’ fees) arising from Client’s breach of its representations, warranty or obligations under this Agreement or from Client’s use or dissemination of the Review beyond the scope permitted herein.

11. Notices

11.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice). Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

12. Miscellaneous

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

12.2 Entire Agreement. This Agreement, together with any appended statement of work or fee schedule expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

12.3 Amendments; Waiver. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of that right.

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

12.5 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and copies transmitted by electronic means shall have the same force and effect as originals.

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