Legal Risk Assessment Form

LEGAL RISK ASSESSMENT FORM

This Legal Risk Assessment Form (the "Assessment") is made as of Assessment Date: by and between Client Name: with Address: and Assessor Name: , Title: with Address: .

RECITALS

WHEREAS, Client requires a documented assessment of legal risks associated with the project or transaction described as: to identify material exposure and propose mitigation measures; and

WHEREAS, Assessor has the skill, experience and authority to examine contracts, operations, regulatory obligations and other matters relevant to the Assessment and to recommend actions reasonably calculated to reduce legal exposure; and

WHEREAS, the parties intend that the Assessment set forth scope, methodology, identified risks, recommended mitigations and responsibilities for implementation.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF ASSESSMENT

1.1 Assessor will perform a risk assessment limited to the matters expressly described in this Form and any attachments. The scope includes review of contracts, regulatory compliance obligations, intellectual property exposure, data privacy practices, labour and employment issues, and any litigation exposure reasonably known at the time of assessment. Scope specifics and exclusions:

2. DEFINITIONS

2.1 For purposes of this Assessment, "Material Risk" means a risk that, if realized, would reasonably be expected to result in material economic loss, regulatory penalty, or reputational harm. "Residual Risk" means the level of risk remaining after implementation of mitigation measures.

3. RISK IDENTIFICATION

3.1 Assessor identifies the following categories as potentially relevant. Mark all categories assessed as applicable and provide supporting detail below.

4. RISK RATING METHODOLOGY

4.1 Likelihood and Impact are each rated on a 1 (low) to 5 (high) scale. The Overall Risk Rating is a function of Likelihood x Impact. Assessor shall document the rationale for each rating in the itemized analysis below.

Rating notes or methodology adjustments:

5. RISK ITEMS AND ANALYSIS

For each identified material risk, set out description, current controls, rating, proposed mitigation, responsible party and target date for implementation. Include at least the highest three risks.

6. RESIDUAL RISK AND RECOMMENDATIONS

6.1 For each material risk, record the anticipated residual risk following implementation of the recommended mitigations and any further monitoring actions required.

7. IMPLEMENTATION PLAN AND MONITORING

7.1 Describe responsibilities for implementation, monitoring frequency, reporting cadence and criteria for escalation.

8. CONFIDENTIALITY

8.1 The parties acknowledge that information exchanged in connection with this Assessment may constitute Confidential Information. Each party agrees to maintain confidentiality of such information in accordance with any existing confidentiality agreement between the parties or, absent such agreement, to exercise reasonable care to protect confidential information and not to disclose it except as required by law.

9. LIMITATION OF LIABILITY

9.1 Assessor's duties hereunder are limited to the performance of the Assessment described herein. Except as expressly provided, Assessor makes no warranties, express or implied, and shall not be liable for consequential, incidental or punitive damages arising from the Assessment. The parties agree that any claim arising from this Assessment shall be subject to the limitations and remedies expressly set forth herein.

10. NOTICES

10.1 All notices required or permitted under this Assessment shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Assessment shall be governed by and construed in accordance with the laws of the State specified by the Client: without regard to conflict of laws principles.

11.2 Entire Agreement. This Assessment constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations and understandings concerning the Assessment.

11.3 Severability. If any provision of this Assessment is held invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. No amendment of this Assessment shall be effective unless in writing and signed by both parties.

12.2 Waiver. Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

12.3 Counterparts. This Assessment 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.

13. CERTIFICATION

The undersigned certify that the information contained in this Assessment is true and accurate to the best of their knowledge, that the Assessment fairly describes known legal risks as of the Assessment Date, and that the recommended mitigation measures reflect professional judgment.

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