Legal Review Removal Agreement

Legal Review Removal Agreement

This Legal Review Removal Agreement (the Agreement) is made this , by and between Client Name: , a with principal place of business at (Party A), and Other Party Name: , a with principal place of business at (Party B).

Recitals

WHEREAS, the Parties previously entered into an agreement described as: (Prior Agreement), which contained a contractual right or contingency permitting one or both parties to conduct a legal review prior to the effective date; and

WHEREAS, the Parties now wish to irrevocably remove, release, and waive the right to any further legal review or review-related contingency described in the Prior Agreement and to clarify the effect of such removal on their respective rights and obligations; and

WHEREAS, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties desire to set forth their agreement in writing.

Now Therefore

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

1. Definitions

1.1. "Legal Review Rights" means any contractual right, contingency, condition precedent, approval period, review period, or inspection right under the Prior Agreement that allowed either Party to approve, reject, modify, or rescind the transactions contemplated therein on the basis of legal review or counsel advice.

2. Removal and Waiver of Legal Review Rights

2.1. Effective as of the date set forth above, Party A and Party B each irrevocably release, relinquish, and forever waive any and all Legal Review Rights arising under the Prior Agreement with respect to the transactions described in the Prior Agreement.

2.2. Each Party acknowledges and agrees that, upon execution of this Agreement, no further review, approval, or condition based on legal review may be invoked by either Party to delay, rescind, condition, or otherwise limit the effectiveness or enforcement of the transactions contemplated by the Prior Agreement.

3. Consideration

3.1. The Parties agree that the mutual promises and covenants contained in this Agreement constitute valid and binding consideration. If specific consideration is provided, describe below:

4. Representations and Warranties

4.1. Each Party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (b) it has full corporate or entity power and authority to enter into this Agreement and to perform its obligations hereunder; and (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action.

4.2. Each Party acknowledges that it has had a reasonable opportunity to consult with independent legal counsel of its choosing and that it enters into this Agreement voluntarily and with full knowledge of its legal effect.

5. Confidentiality

5.1. Except as required by law or as otherwise permitted in writing by the disclosing Party, neither Party shall disclose the terms of the Prior Agreement or this Agreement to any third party, other than its legal counsel, accountants or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

6. Indemnification

6.1. Each Party agrees to indemnify, defend and hold harmless the other Party, its affiliates and their respective officers, directors, employees and agents from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement or any misrepresentation or warranty made herein.

7. Notices

7.1. All notices, demands or other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at their respective addresses set forth below (or to such other address as a Party may designate by notice in accordance with this Section).

8. Amendments; Waiver

8.1. This Agreement may be amended only by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude any other or further exercise of that right.

9. Governing Law

9.1. This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of law principles.

10. Entire Agreement

10.1. This Agreement, together with the Prior Agreement solely to the extent expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral, relating to such subject matter.

11. Severability

11.1. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

12. Counterparts and Electronic Signatures

12.1. This Agreement 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. Signatures delivered by electronic means, including scanned signatures and electronic signature platforms, shall be binding and enforceable as originals.

13. Survival

13.1. The provisions of this Agreement that by their nature should survive termination or expiration of this Agreement shall so survive, including but not limited to Sections 4 (Representations and Warranties), 5 (Confidentiality), 6 (Indemnification), 9 (Governing Law), 10 (Entire Agreement) and 11 (Severability).

Acknowledgment

Each Party acknowledges that it has read this Agreement, understands its contents, and has had the opportunity to obtain independent legal advice. By signing below, each Party agrees to be bound by the terms of this Agreement.

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