Legal Pre Acquisition PO Request

LEGAL PRE ACQUISITION PO REQUEST

This Legal Pre Acquisition Purchase Order Request (the "Request") is submitted on Date: and is entered into by and between Requesting Party: with principal address: ; and Vendor / Target Company: with principal address: . PO Request ID:

RECITALS

WHEREAS, Requesting Party is evaluating a potential acquisition, transaction, or other business combination involving Vendor / Target Company and requires procurement of services, vendor deliverables, third-party reports, or goods in connection with pre-acquisition due diligence and integration planning; and

WHEREAS, certain engagements and expenditures must be authorized in advance by Legal and Finance as a prerequisite to entering into purchase orders, retaining outside vendors, or releasing funds in furtherance of the acquisition process; and

WHEREAS, the parties desire to document the scope, approvals, funding certification, and legal controls applicable to any purchase order issued in support of the pre-acquisition activities described herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, Requesting Party and Vendor agree as follows:

1. DEFINITIONS

For purposes of this Request, "Purchase Order" means any written instruction issued by Requesting Party to Vendor authorizing the performance of services or the supply of goods described in Section 2. "Authorized Approver" means the person or persons identified in Section 6 whose approval is required before funds are encumbered or released.

2. SCOPE OF PURCHASE

Requesting Party seeks to procure the following goods and/or services in connection with pre-acquisition activities. The detailed scope shall be as follows:

Expected deliverables, milestones, and acceptance criteria shall be documented below. Where applicable, attach or reference any statement of work (SOW) or engagement letter number in the field for additional reference.

3. ITEMIZED PURCHASE ORDER DETAILS

Provide line-item detail for the requested PO. Enter estimated quantities and unit pricing. Totals should reflect the not-to-exceed amount for each line.

1. Item: Qty: Unit Price: Line Total:

2. Item: Qty: Unit Price: Line Total:

3. Item: Qty: Unit Price: Line Total:

4. FUNDING AND BUDGET CERTIFICATION

The undersigned certifies that funds are available or will be encumbered in accordance with internal procurement and finance policies and that this expenditure is authorized for pre-acquisition activities as indicated.

Signature Date:

5. LEGAL REVIEW AND CLEARANCE

No Purchase Order shall be issued and no vendor shall commence work until Legal has reviewed and cleared the proposed terms for confidentiality, liability allocation, intellectual property, and compliance with applicable laws and acquisition protocols.

Legal Clearance Date:

6. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Vendor represents and warrants that: (a) it is authorized to perform the services described in this Request; (b) performance will comply with all applicable laws and regulations; and (c) it will maintain adequate records evidencing the work performed. Vendor shall indemnify, defend and hold harmless Requesting Party and its affiliates from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Vendor's breach of this Request, negligence, willful misconduct, or violation of law in connection with the services.

7. CONFIDENTIALITY

Information exchanged pursuant to this Request that is designated confidential shall be governed by the confidentiality obligations of the parties' existing confidentiality agreement. In the absence of an existing agreement, Vendor agrees to maintain in confidence all non-public information provided by Requesting Party and to use such information solely for the purpose of performing obligations under the Purchase Order.

8. INSURANCE

Vendor shall maintain insurance coverage customary and sufficient for the services to be provided, including commercial general liability, professional liability (if applicable), and workers' compensation. Certificates of insurance evidencing required coverage shall be provided to Requesting Party prior to start of work.

9. TERMINATION

Requesting Party may terminate any Purchase Order issued in connection with this Request for convenience upon written notice to Vendor. In the event of termination for convenience, Vendor shall be entitled to payment for undisputed work performed and documented expenses incurred prior to the effective date of termination, subject to any limitations in the underlying Purchase Order.

10. NOTICES

All notices required or permitted under this Request shall be in writing and delivered to the contacts below:

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Request may be amended only by a written instrument executed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Request may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Request shall be governed by and construed in accordance with the substantive laws of the jurisdiction of the Requesting Party's principal place of business, without regard to rules governing conflicts of law. This Request, together with any referenced SOW or engagement letter and resulting Purchase Order, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. If any provision is held invalid or unenforceable, the remainder of this Request shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

13. ADMINISTRATIVE INFORMATION

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