License Review Document

LICENSE REVIEW AGREEMENT

This License Review Agreement (the agreement) is entered into as of Effective Date: by and between Client Name: ("Client") and Reviewer Name: ("Reviewer").

WHEREAS

WHEREAS, Client holds or administers a license identified as License Identifier: covering the subject matter described in this Agreement; and

WHEREAS, Client desires an independent review of the license terms, compliance obligations, and associated documentation, and Reviewer represents that it has the necessary expertise and resources to perform such review; and

WHEREAS, the parties intend to set forth in this Agreement the scope, deliverables, fees, confidentiality obligations and other terms that will govern the license review engagement.

SCOPE OF WORK

Acceptance Period (days): — Client shall accept or provide written comments on deliverables within the stated acceptance period following delivery.

PAYMENT TERMS

Invoices are due within days of invoice date. Late payments will bear interest at the rate of per month, or the maximum rate permitted by law, whichever is lower.

Reimbursable expenses (if any): Reviewer may invoice pre-approved out-of-pocket costs such as document reproduction, travel, and courier charges; such expenses must be documented.

TERM AND TERMINATION

Term Start Date:   Term End Date:

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately for cause upon material breach that remains uncured twenty (20) days after written notice of breach.

Upon termination, Reviewer shall deliver to Client all work-in-progress and deliverables for which Client has paid; Client shall pay Reviewer for services performed through the effective date of termination and reimbursable expenses then incurred.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other in connection with the engagement, including but not limited to license terms, pricing, proprietary documents, technical data, and business processes. Reviewer shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties except to employees, contractors or professional advisers on a need-to-know basis who are bound to maintain confidentiality; and (c) use Confidential Information solely to perform the services set forth in this Agreement.

The obligations in this Section shall not apply to information that: (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. All confidentiality obligations survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets where protection shall continue as permitted by law.

INDEMNITY; LIMITATION OF LIABILITY

Each party shall defend, indemnify and hold harmless the other party from and against third party claims arising out of that party's gross negligence or willful misconduct in connection with this Agreement. Except for a party's indemnification obligations for third-party claims or obligations arising from breach of confidentiality, neither party shall be liable to the other for any consequential, incidental, special or punitive damages. Reviewer's aggregate liability for any claim arising under this Agreement shall not exceed the fees paid by Client to Reviewer under this Agreement in the twelve (12) month period preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement (including any schedules or attachments executed by the parties) constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Independent Contractor. Reviewer is engaged as an independent contractor and not as an employee, agent, or legal representative of Client. Reviewer is solely responsible for all taxes, withholdings and other statutory or contractual obligations of an independent contractor.

Notices. Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses provided below or to such other address as a party may designate by written notice.

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