Legal Reviewer Contract

LEGAL REVIEWER CONTRACT

This Legal Reviewer Contract (the "Agreement") is entered into as of by and between Client Name: with principal place of business at and Reviewer Name: with address at .

Recitals

WHEREAS, Client requires independent legal review and analysis of certain documents, policies, and transactions as described herein; and

WHEREAS, Reviewer represents that Reviewer is duly qualified, possesses the requisite legal experience and professional competence to perform such review services and will perform the services in accordance with applicable professional standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Reviewer will provide such services to Client.

NOW, THEREFORE

In consideration of the mutual covenants contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Engagement and Scope

1.1 Engagement. Client engages Reviewer, and Reviewer accepts such engagement, to perform legal review services as described in Section 1.2 (the "Services"). Reviewer shall perform the Services in a professional and workmanlike manner, consistent with customary legal standards applicable to matters of similar complexity.

1.2 Deliverables. Reviewer shall deliver written findings, redline edits, memoranda, and oral briefings as reasonably requested by Client and as set forth in the Scope of Services. Delivery deadlines and formats shall be reasonably agreed in writing by the parties.

2. Term and Termination

2.1 Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

2.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon providing days' prior written notice to the other party.

2.3 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the breach.

3. Compensation and Expenses

3.1 Expenses. Client shall reimburse Reviewer for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services. Pre-approval must be obtained in writing prior to incurrence of the expense.

4. Confidentiality

4.1 Duty of Confidentiality. Reviewer shall hold in strict confidence and shall not disclose or use for any purpose other than performing the Services any Confidential Information of Client. "Confidential Information" means all non-public information disclosed by Client that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Permitted Disclosures. Reviewer may disclose Confidential Information to the extent required by law or valid legal process, provided Reviewer gives Client prompt written notice of such requirement and cooperates with Client in seeking an appropriate protective order.

5. Ownership; Work Product

5.1 Ownership. Subject to any underlying third-party rights, all deliverables, reports, and materials prepared by Reviewer specifically for Client in the performance of the Services (the "Work Product") shall be the exclusive property of Client upon payment in full for such deliverables.

5.2 Preexisting Materials. Notwithstanding Section 5.1, Reviewer retains ownership of Reviewer's preexisting tools, know-how, methodologies and materials. Reviewer grants Client a nonexclusive, nontransferable license to use such preexisting materials only as incorporated in the Work Product.

6. Conflicts; Independence

6.1 Conflicts. Reviewer represents that, to the best of Reviewer’s knowledge, Reviewer has no existing conflicts that would materially impair Reviewer’s ability to render unbiased review and advice. Reviewer shall promptly disclose any actual or potential conflict of interest that arises during the term of this Agreement.

7. Representations and Warranties

7.1 Mutual Representations. Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Reviewer Warranty. Reviewer represents that Reviewer will perform the Services in a manner consistent with applicable legal and ethical standards; provided, however, Reviewer makes no warranty as to outcomes or the decisions Client may take in reliance on Reviewer's work.

8. Indemnification

8.1 By Client. Client shall indemnify, defend and hold harmless Reviewer and its affiliates from and against any third-party claims arising from Client's misuse of the Work Product, Client's breach of this Agreement, or facts or circumstances concealed from Reviewer.

8.2 By Reviewer. Reviewer shall indemnify Client for claims arising from Reviewer's willful misconduct or material breach of the confidentiality obligations set forth in Section 4, subject to the limitations set forth in Section 9.

9. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, NOR FOR LOST PROFITS. THE AGGREGATE LIABILITY OF EACH PARTY FOR CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO REVIEWER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

10. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by hand, national overnight courier, certified mail (return receipt requested), or by electronic mail with confirmed receipt where agreed in writing.

11. Amendments; Waiver; Counterparts

11.1 Amendments. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

11.2 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of its right to do so in the future.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures provided by electronic means or as a scanned image shall be effective as original signatures.

12. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.

13. Governing Law; Entire Agreement

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

13.2 Entire Agreement. This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

14. Miscellaneous

14.1 Relationship of the Parties. Reviewer is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, agency, joint venture or partnership relationship between the parties.

14.2 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Client may assign this Agreement in connection with a merger, sale of substantially all of its assets, or corporate reorganization.

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