Legal Order for Review

LEGAL ORDER FOR REVIEW

This Legal Order for Review ("Order") is entered into by and between Requesting Party: , whose address for notices is ; and Reviewing Party: , whose address for notices is . Case Number or Reference: ; Jurisdiction or Forum: .

RECITALS

WHEREAS, Requesting Party has identified certain materials, documents, or electronically stored information requiring review for relevance, confidentiality, or privilege as described below; and

WHEREAS, Reviewing Party has the capability and has agreed to perform a timely, secure review of the identified materials pursuant to the terms of this Order; and

WHEREAS, the parties wish to set forth the scope, procedures, confidentiality protections, and obligations associated with that review in order to preserve privilege, avoid unnecessary disclosure, and facilitate efficient resolution of outstanding issues.

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

1. DEFINITIONS

For purposes of this Order, the following terms shall have the meanings set forth below. "Confidential Materials" means all documents, data, and information produced by a Producing Party that are designated confidential or that reasonably should be understood to contain sensitive or privileged information. "Review" means the careful examination of Confidential Materials by the Reviewing Party to determine relevance, privilege, or responsiveness in accordance with the procedures set forth below.

2. SCOPE OF REVIEW

The materials subject to review are limited to the items described as follows:

3. REVIEW PERIOD AND DEADLINES

Review shall commence on , and shall be substantially completed by , , absent written agreement of the parties or further order of the court or tribunal.

4. ACCESS, PRODUCTION AND PROCEDURES

The Producing Party shall make Confidential Materials available to Reviewing Party at the following location or by the following delivery method:

Delivery method (select all that apply): Electronic production (encrypted) Hard copy production In-person review

All access shall be on a secure, read-only basis unless otherwise agreed in writing. The Reviewing Party shall not copy, disseminate, or otherwise use Confidential Materials except as expressly permitted by this Order or by subsequent written agreement.

5. CONFIDENTIALITY, PRIVILEGE, AND CLAWBACK

The parties acknowledge that certain materials may be protected by attorney-client privilege, work product doctrine, or other applicable protections. Any production of privileged materials shall not constitute a waiver of privilege so long as the Producing Party invokes the protections provided by this paragraph and applicable law. Pursuant to the clawback doctrine, if privileged materials are identified after production, the Producing Party shall promptly notify the Reviewing Party and all copies shall be returned or destroyed subject to the following procedures.

6. RETURN OR DESTRUCTION OF MATERIALS

Within days after final adjudication or agreement of the parties, the Reviewing Party shall either return all Confidential Materials to the Producing Party or certify destruction in writing. Notwithstanding return or destruction, counsel may retain work product and a single archival copy of pleadings and briefs subject to continued obligations of confidentiality.

7. COSTS AND EXPENSES

Unless otherwise ordered, the parties shall bear their own costs of review. If the parties agree that Reviewing Party will be compensated for review services, compensation shall be at the following rate or according to the following allocation:

8. REMEDIES AND ENFORCEMENT

A breach of this Order may result in appropriate relief, including but not limited to injunctive relief, sanctions, or an award of costs and attorneys' fees. The parties agree that a breach affecting privileged or protected information constitutes irreparable harm and that the Producing Party is entitled to seek equitable relief in addition to any other remedies available at law.

9. NOTICES

All notices required or permitted under this Order shall be in writing and delivered to the address or electronic contact for each party set forth below.

10. AMENDMENTS, WAIVER, AND COUNTERPARTS

This Order may be amended only by a written instrument signed by both parties. No failure or delay by any party in exercising any right under this Order shall constitute a waiver of that right. This Order may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and transmissions (including by facsimile or image file) shall be treated as original signatures for all purposes.

11. GOVERNING LAW

This Order shall be governed by and construed in accordance with the substantive laws of the jurisdiction specified below, without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT

This Order constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the review of the identified materials.

13. SEVERABILITY

If any provision of this Order is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be interpreted so as to carry out the intent of the parties as nearly as possible.

SIGNATURES

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