Legal Record Review Template

LEGAL RECORD REVIEW TEMPLATE

This Legal Record Review Agreement (Agreement) is entered into as of Effective Date: by and between Client Name: with Address: and Reviewer Name: with Address: (each a Party and together, the Parties).

RECITALS

WHEREAS, Client possesses certain records and documents as described herein that are relevant to the matters more particularly identified below (Records); and

WHEREAS, Reviewer has the professional qualifications, experience, and resources to perform a review of such Records and to prepare a report of findings in accordance with the terms of this Agreement; and

WHEREAS, the Parties desire to set forth the scope, deliverables, responsibilities, confidentiality and limitations applicable to the review of the Records.

NOW THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows.

1. DEFINITIONS

1.1 "Records" means all documents, files, electronic data, communications and tangible materials provided by Client to Reviewer or observed by Reviewer in connection with this Agreement.

1.2 "Review" means the procedures described in Section 3 performed by Reviewer to identify, summarize, and report material matters within the Records but does not include audit, exhaustive verification, or legal opinion unless expressly agreed in writing.

2. ENGAGEMENT

Client engages Reviewer, and Reviewer accepts engagement, to perform the Review described herein on the terms and conditions of this Agreement. Reviewer shall perform the Review with reasonable care, skill and professional diligence commensurate with prevailing industry standards.

3. SCOPE OF REVIEW

3.1 Reviewer will review the following categories of Records provided by Client. Client must indicate applicable categories:

Record Categories (select all that apply): Financial statements, ledgers, bank records Contracts, agreements, and counterparties Employee files, payroll and benefits records Medical or health records Regulatory filings and correspondence Other:

3.2 Date range of Records to be reviewed: From To .

3.3 Reviewer will not be required to search for records beyond those provided or specifically identified by Client unless separately agreed in writing.

4. STANDARDS AND METHODOLOGY

Reviewer will perform the Review using procedural steps reasonably selected by Reviewer, including sampling where appropriate, interviews of available personnel, reconciliation of documents and reasonable inquiry. The Review is limited in scope and is not an audit, forensic accounting, or comprehensive legal analysis unless expressly agreed in writing.

5. DELIVERABLES

5.1 Reviewer will deliver to Client a written report summarizing findings, material exceptions, and factual observations (Report). The Report will describe the Records reviewed, methodology, and any limitations encountered.

5.2 The timing and format of the Report: Estimated delivery within after receipt of Records. Format: .

6. CLIENT RESPONSIBILITIES

Client shall: (a) provide complete, accurate and timely Records; (b) make available key personnel for interviews; (c) certify that Originals or authentic copies were provided when necessary; and (d) notify Reviewer of any legal holds, privilege assertions, or third-party restrictions affecting the Records.

7. CONFIDENTIALITY AND PRIVILEGE

7.1 Reviewer shall treat all Records and information obtained from Client as Confidential Information and shall not disclose such information except as required by law, court order, or with Client's prior written consent.

7.2 The Parties acknowledge that certain Records may be subject to attorney-client privilege or other protections. Reviewer will respect and preserve privilege to the extent Client identifies privileged documents and instructs Reviewer to withhold them from the Review deliverables.

8. CONFLICTS OF INTEREST

Reviewer represents that, to the best of its knowledge, no conflict of interest exists that would materially impair Reviewer’s ability to perform the Review. Reviewer will disclose any actual or potential conflicts promptly upon discovery.

9. LIMITATIONS AND DISCLAIMERS

9.1 The Review and Report are limited to matters expressly stated herein and are not a substitute for legal advice, tax advice, or a guarantee of outcomes. Reviewer does not provide legal opinions unless Reviewer is an attorney and a separate written engagement for legal opinion is executed.

9.2 Reviewer makes no representation or warranty as to the completeness, accuracy or reliability of the Records and shall rely on Client representations concerning the authenticity and completeness of Records.

10. FEES, EXPENSES AND PAYMENT

10.1 Fees: Client shall pay Reviewer fees at the rates set forth: Hourly rate or Fixed Fee if applicable.

10.2 Expenses: Client shall reimburse reasonable out-of-pocket expenses incurred by Reviewer, including reproduction, courier, travel and necessary third-party costs, subject to prior approval for costs exceeding .

10.3 Invoicing and Payment Terms: Reviewer will invoice Client monthly or upon delivery of the Report. Payment is due within days of invoice. Overdue sums bear interest at per annum.

11. TERM AND TERMINATION

This Agreement commences on the Effective Date and will continue until delivery of the Report and payment of all amounts due, unless earlier terminated. Either Party may terminate for material breach not cured within days after written notice. Termination shall not relieve Client of obligations to pay fees for services performed prior to termination.

12. INDEMNIFICATION AND LIMITATION OF LIABILITY

12.1 Client agrees to indemnify, defend and hold harmless Reviewer from claims, liabilities and expenses arising from Client’s breach of this Agreement, willful misconduct or negligent provision of Records.

12.2 To the maximum extent permitted by law, Reviewer’s aggregate liability arising from or relating to this Agreement shall be limited to the fees paid by Client under this Agreement for the specific Review, and in no event shall Reviewer be liable for consequential, punitive or incidental damages.

13. NOTICES

All notices under this Agreement shall be in writing and sent to the contact information below. Notices are effective upon personal delivery, confirmed facsimile, or three (3) days after deposit with first-class mail, postage prepaid.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by Client's principal place of business: without regard to principles of conflicts of law.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written.

16. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties. Failure to enforce any provision shall not constitute a waiver of future enforcement.

17. SEVERABILITY

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect and shall be construed so as to effectuate the intent of the Parties to the fullest extent permitted by law.

18. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together constitute one instrument. A scanned or electronic signature shall be deemed an original and binding for all purposes.

19. RECORDS CERTIFICATION

Client certifies that the Records provided to Reviewer are, to the best of Client’s knowledge and belief, true and complete copies of the Records described and that Client has disclosed any limitations on access or known inaccuracies.

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