Legal Review Resolution Document

Legal Review Resolution Document

This Legal Review Resolution Document is adopted this day of , by and between Client Name: (the "Client") and Reviewer Name: (the "Reviewer").

Individual    Corporation    LLC    Other

Individual    Corporation    LLC    Other

Recitals

WHEREAS, the Client has requested a legal review of the matter described as: ; and

WHEREAS, the Reviewer has the professional qualifications, experience, and authority to conduct the requested review and to prepare findings, recommendations and resolutions for adoption by the Client; and

WHEREAS, the parties desire to memorialize the findings of such review and to adopt the resolutions set forth herein in order to direct implementation of recommended actions and to allocate responsibilities for compliance and record retention.

NOW, THEREFORE

NOW, THEREFORE, in consideration of the mutual covenants contained in this document and for other good and valuable consideration, the sufficiency of which is acknowledged, the parties hereby adopt the following resolutions:

1. Definitions

For purposes of this Resolution, the following terms shall have the meanings set forth below: "Review" means the legal analysis and assessment described in the recitals; "Findings" means the factual and legal conclusions set forth in Section 3; "Resolution" means the directives and approvals set forth in Section 4.

2. Scope of Review

The Reviewer shall have performed an independent review of the matter described above, including examination of relevant documents, interviews of pertinent personnel, and legal research as necessary. The scope of the review shall include, at minimum, the following subjects and limitations:

3. Findings and Determinations

Based on the Review, the Reviewer hereby certifies the following Findings of Fact and Legal Determinations. The Findings represent the Reviewer's reasoned conclusions supported by the record reviewed and by applicable law:

4. Resolutions and Directives

The Client resolves as follows:

The Reviewer is authorized and directed to assist with implementation of the Resolutions to the extent necessary to effectuate compliance with law and these directives, including drafting documents, advising on remedial action, and certifying completion of actions.

5. Authority to Implement

The Client designates the individual or officer identified below to oversee implementation of the Resolutions and to accept service of notices relating to the Review:

Completion by: day of ,

6. Confidentiality

All documents, communications and materials produced by the Reviewer in connection with the Review shall be treated as confidential to the extent permitted by applicable law. The Reviewer shall not disclose privileged or otherwise protected information except with the Client's written consent or as required by law, subpoena, or court order, in which case the Reviewer shall give prompt notice to the Client where permitted.

7. Record Retention

The Reviewer and the Client shall retain all records and supporting documentation generated in connection with the Review for a period of from the date of adoption of this Resolution, unless a longer retention period is required by law.

8. Notices

Notices under this Resolution shall be sent to the addresses set forth below by certified mail, courier, or other method that provides receipt confirmation:

9. Amendments; Waiver

This Resolution may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this Resolution will operate as a waiver of that right, and no single or partial exercise of any right will preclude further exercise of that right.

10. Governing Law

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

11. Entire Agreement

This Resolution contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written.

12. Severability

If any provision of this Resolution is held to be invalid, illegal or unenforceable, the remaining provisions shall not be affected or impaired thereby and shall remain in full force and effect.

13. Counterparts

This Resolution 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 transmitted electronically shall be deemed originals for all purposes.

Acknowledgment

By signing below, each signatory certifies that they have the requisite authority to bind the party on whose behalf they sign, that they have read and understand this Resolution, and that the representations and statements contained herein are true to the best of their knowledge.

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