Legal Material Risk Assessment

LEGAL MATERIAL RISK ASSESSMENT

This Legal Material Risk Assessment (the "Assessment") is made effective as of Effective Date: , by and between Assessor Name: with principal address at Assessor Address: ("Assessor"), and Client Name: with principal address at Client Address: ("Client").

RECITALS

WHEREAS, Assessor is engaged in the business of performing legal risk assessments of materials, documents, processes, and data relevant to legal compliance, litigation, regulatory matters, and record-keeping; and

WHEREAS, Client possesses or controls certain legal materials, including but not limited to contracts, privileged communications, litigation documents, regulatory filings, and other records (collectively, "Materials") and desires an assessment of the material risk profile; and

WHEREAS, the parties intend to set forth the scope, methodology, confidentiality obligations, and allocation of responsibilities relating to the Assessment.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

For the purposes of this Assessment, the following definitions apply: "Materials" means all documents, records, electronic files, metadata, and communications submitted for review; "Risk Rating" means the qualitative assessment assigned to Materials under the criteria set forth in Section 3; "Confidential Information" means non-public information disclosed by either party in connection with the Assessment as described in Section 6.

2. SCOPE OF ASSESSMENT

Assessor shall perform an assessment of the Materials identified below and any other Materials mutually agreed in writing. The Assessment will include identification of legal exposure, privilege and confidentiality considerations, retention and destruction requirements, and recommended mitigations.

3. RISK CRITERIA AND RATING METHODOLOGY

Assessor will evaluate Materials using the following criteria: legal exposure (including potential litigation, regulatory sanction, or contractual liability), confidentiality sensitivity (including privileged content), volume and accessibility of materials, and required retention or preservation obligations. Each Material will be assigned a Risk Rating of Low, Medium, High, or Critical based on the aggregate of criteria.

Low — minimal legal impact and limited retention obligations
Medium — material could give rise to remedial action or disclosure risk
High — probable litigation, regulatory exposure, or significant confidentiality concerns
Critical — immediate legal or regulatory action likely; preservation imperative

4. RECOMMENDED ACTIONS AND MITIGATIONS

Assessor shall provide prioritized recommendations tailored to each Risk Rating, including proposed preservation steps, segregation of privileged or confidential Materials, steps to reduce exposure, and suggested contractual or process changes.

5. TIMELINES AND DELIVERABLES

Deliverables shall include a written Assessment report, any supporting data inventories, and an executive summary. Delivery schedule below may be modified by mutual written agreement.

6. CONFIDENTIALITY AND HANDLING OF MATERIALS

Each party acknowledges that during the Assessment it will receive Confidential Information of the other. Confidential Information shall be used solely for purposes of performing the Assessment and shall not be disclosed except as required by law or as expressly permitted in writing. Assessor will implement reasonable administrative, physical, and technical safeguards to protect confidentiality and will notify Client promptly upon discovery of any unauthorized access or disclosure.

7. RECORD RETENTION AND DESTRUCTION

Unless otherwise agreed in writing, Client retains ownership of Materials. Assessor will return or securely destroy Materials and any copies within the timeframe specified below, except where legal hold or applicable laws require longer retention.

8. REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Each party represents and warrants that it has authority to enter into this Assessment and to provide the Materials. Client represents that the Materials provided are accurate to the best of its knowledge and that disclosure to Assessor does not violate third-party rights. Assessor represents that it will perform the Assessment with reasonable professional care. Except for the express representations in this Assessment, neither party makes any other warranty, express or implied, including any warranty of fitness for a particular purpose.

To the maximum extent permitted by law, the liability of Assessor arising out of or related to this Assessment shall be limited to direct damages up to the amount of fees actually paid by Client for the Assessment. In no event shall either party be liable for consequential, incidental, special, or punitive damages.

9. COMPLIANCE WITH LAW

Each party shall comply with applicable laws, rules and regulations in performing its obligations under this Assessment, including laws governing data protection, privacy, and retention. Where applicable law requires disclosure of Confidential Information, the disclosing party shall provide prompt written notice to the other party unless prohibited by law.

10. NOTICES

All notices required or permitted under this Assessment must be in writing and delivered to the addresses listed below or to such other address as a party may designate by notice.

11. AMENDMENT, WAIVER AND COUNTERPARTS

This Assessment may be amended only by a writing signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver. This Assessment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Assessment shall be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to conflict of laws principles.

This Assessment constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written understandings. If any provision of this Assessment is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. CERTIFICATION

Each party certifies that the information provided to the Assessor for the purposes of this Assessment is true, accurate and complete to the best of its knowledge and that it will promptly notify the other party of any material change to such information that could affect the Assessment.

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