Legal Review Request

LEGAL REVIEW REQUEST

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

RECITALS

WHEREAS, Client seeks a professional review of certain legal documents and materials described below and desires an assessment of legal risk, compliance considerations, and recommended revisions; and

WHEREAS, Reviewer is a licensed attorney or law firm with experience in the subject matter identified and has represented that Reviewer is willing to undertake a limited review under the terms set forth herein; and

WHEREAS, the Parties wish to set forth the scope, deliverables, fees, and other terms governing the requested review.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. SCOPE OF REVIEW

1.1 Reviewer shall perform a limited legal review of the documents and materials provided by Client, as described in detail below. The review is limited to the matters expressly set forth in this request and does not constitute ongoing representation unless and until the Parties execute a separate engagement letter.

2. DELIVERABLES AND TIMING

2.1 Reviewer shall deliver a written memorandum or annotated documents summarizing findings, recommended revisions, and any identified legal risks (the "Deliverables"). The format and recipient(s) of the Deliverables shall be as follows:

3. FEES AND PAYMENT

3.1 Client shall pay Reviewer for the services described herein in accordance with the fee arrangement selected below. All amounts are due in accordance with the payment terms set out in this Section.

4. CONFIDENTIALITY AND PRIVILEGE

4.1 All materials provided by Client to Reviewer for the purpose of this review shall be treated as confidential and shall not be disclosed by Reviewer except as required by law or as authorized in writing by Client. Reviewer will take commercially reasonable measures to safeguard confidential materials.

4.2 To the extent applicable, communications made in connection with the review are intended to be privileged or to facilitate legal advice. Client acknowledges that privilege may be waived if privileged materials are disclosed to third parties not subject to confidentiality obligations.

5. CONFLICTS OF INTEREST

5.1 Reviewer will conduct a reasonable conflicts check based on the information provided by Client. Client shall promptly disclose any known relationships or potential conflicts that could reasonably affect Reviewer’s independence.

6. CLIENT RESPONSIBILITIES

6.1 Client shall provide complete and accurate copies of all documents and information reasonably necessary for the review and shall notify Reviewer promptly of any material changes. Client is responsible for the accuracy of factual representations and completeness of disclosures.

7. LIMITATIONS OF REVIEW; NO GUARANTEE

7.1 The review is limited to the scope expressly set forth in Section 1. Reviewer does not warrant outcomes or guarantee that the review will identify all risks, and nothing in this Request constitutes a guarantee of litigation outcome, regulatory approval, or other future event.

8. LIMITATION OF LIABILITY

8.1 To the maximum extent permitted by applicable law, Reviewer’s liability arising out of or related to this Request shall be limited to direct damages not to exceed the total fees paid by Client to Reviewer under this Request. IN NO EVENT SHALL REVIEWER BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES.

9. INDEMNIFICATION

9.1 Client shall defend, indemnify and hold Reviewer harmless from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) arising out of Client’s breach of this Request, the inaccuracy of Client’s representations, or Client’s provision of materials that infringe third-party rights.

10. NOTICES

10.1 All notices, requests, and other communications under this Request shall be in writing and delivered to the contact information set forth below. Notices are effective upon receipt when delivered personally, by certified mail, or by nationally recognized overnight courier.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 No amendment or waiver of any provision of this Request shall be effective unless set forth in a written instrument signed by both Parties. The failure of either Party to enforce any provision hereof shall not constitute a waiver of future enforcement of that or any other provision. This Request 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

12.1 Governing Law. This Request shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

12.2 Entire Agreement. This Request, together with any documents incorporated by reference and any subsequently executed engagement letter, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements.

12.3 Severability. If any provision of this Request is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the Parties’ intent as nearly as possible.

13. REPRESENTATIONS

Each Party represents and warrants that it has full power and authority to enter into this Request and to perform its obligations hereunder, and that the person signing on its behalf is duly authorized to do so.

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