Legal Final Review Contract

LEGAL FINAL REVIEW CONTRACT

This Legal Final Review Contract (the "Agreement") is made effective as of by and between Client Name: ("Client"), and Reviewer Name: ("Reviewer"). The Client and Reviewer are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Client has prepared or commissioned one or more legal documents described as: for purposes of final legal review prior to execution or filing; and

WHEREAS, the Reviewer is experienced in reviewing legal instruments of the type described above and has the experience and capability to perform a comprehensive final review in accordance with the terms set forth herein; and

WHEREAS, the Parties desire to set forth the scope, deliverables, compensation and other terms governing the Reviewer's final review of the Client's documents.

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

1. SCOPE OF REVIEW

1.1 Engagement. The Client engages the Reviewer to perform a final legal review of the documents described above, and the Reviewer accepts such engagement on the terms set forth in this Agreement.

1.2 Scope. The review shall include legal compliance check, identification of ambiguous or inconsistent language, recommended edits and comments, and a summary of material risk items. Specific review tasks and limitations are set forth in the Scope Description field below.

2. DELIVERABLES & ACCEPTANCE

2.1 Deliverables. Reviewer will deliver the following items: (a) a written Final Review Memo identifying material issues and recommended revisions; (b) marked-up versions of the documents with tracked changes or comments; and (c) a summary of material legal risks. Specific deliverables may be further described here:

2.2 Delivery Schedule. Reviewer shall deliver the Final Review Memo and marked-up documents within business days following receipt of all necessary materials from the Client, subject to extensions for Client delays.

3. COMPENSATION AND PAYMENT

3.1 Fees. As full compensation for the services under this Agreement, Client shall pay Reviewer a fee of (USD), payable in accordance with Section 3.2.

3.2 Payment Terms. Unless otherwise agreed in writing, Client shall pay the fee within days of delivery of the Reviewer’s final deliverables. Late payments shall accrue interest at the rate of one percent (1%) per month or the maximum rate permitted by law, whichever is less.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other in connection with this Agreement, including drafts, privileged communications, financial information, and business plans, whether oral, written or electronic.

4.2 Obligations. Each Party shall (a) keep Confidential Information strictly confidential; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict access to Confidential Information to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

4.3 Exceptions. Confidential Information does not include information that is or becomes publicly available without breach, was already in the receiving Party’s lawful possession, is rightfully received from a third party free of any obligation of confidentiality, or is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Subject to the license granted in Section 5.2, all pre-existing intellectual property and methodologies of the Reviewer shall remain the sole property of the Reviewer. The Client shall own the final, delivered documents and any custom materials prepared specifically for the Client under this Agreement, subject to Reviewer’s retained rights in Reviewer’s background work product.

5.2 License. Reviewer grants Client a perpetual, nonexclusive, worldwide license to use the deliverables for the Client’s internal purposes and for the transaction for which the review was performed, subject to payment in full of all fees.

6. REPRESENTATIONS & WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that the execution and performance of this Agreement will not violate any other agreement to which it is a party.

The Reviewer warrants that services will be performed in a professional and workmanlike manner consistent with prevailing professional standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE REVIEWER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

7. LIMITATION OF LIABILITY

7.1 Exclusion. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO THE REVIEWER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. INDEMNIFICATION

8.1 By Client. Client shall indemnify, defend and hold harmless Reviewer and its personnel from and against any third-party claims, liabilities, damages and costs arising out of Client’s misuse of the deliverables, Client’s breach of representations made herein, or Client’s material alteration of the deliverables after delivery.

8.2 By Reviewer. Reviewer shall indemnify and hold Client harmless from any claims arising from Reviewer's gross negligence or willful misconduct in performing the services under this Agreement.

9. TERM AND TERMINATION

9.1 Term. This Agreement commences on the Effective Date and continues until completion of the services unless earlier terminated in accordance with this Section.

9.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days’ prior written notice to the other Party. Upon termination, Client shall pay Reviewer for services performed and reimbursable expenses incurred through the termination date.

9.3 Termination for Cause. Either Party may immediately terminate this Agreement for material breach by the other Party if such breach remains uncured for thirty (30) days following written notice of the breach.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered in person, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below or to such other address as either Party designates by notice.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

11.2 Waiver. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

11.3 Counterparts and Electronic Signatures. 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 electronically or by facsimile shall be binding.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether written or oral.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the Parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

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