Pre-Review Document

PRE-REVIEW DOCUMENT

This Pre-Review Document (the "Agreement") is entered into between the following parties as of the Effective Date set forth below.

Client Name:   Entity Type: Individual Corporation LLC Other

Reviewer Name:   Entity Type: Individual Corporation LLC Other

RECITALS

WHEREAS, Client desires to obtain a preliminary review of certain documents, materials, or information to evaluate potential transactions, compliance matters, or internal processes (the "Materials"); and

WHEREAS, Reviewer has the professional experience, qualifications, and capacity to provide a focused pre-review and has agreed to perform such services for Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their understanding regarding the scope, compensation, confidentiality obligations and other terms governing the pre-review engagement.

SCOPE OF WORK

Reviewer shall perform a preliminary review of the Materials provided by Client and shall deliver a written summary of findings, recommendations, and any identified issues reasonably discoverable within the limited scope described herein. The pre-review is limited to the Materials expressly provided and does not include comprehensive audit, legal opinion, or final due diligence unless separately agreed in writing.

PAYMENT TERMS

As consideration for the Services, Client shall pay Reviewer the fees described below in accordance with this Payment Terms section.

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at % per month or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Effective Date and shall continue until completion of the Services or until terminated as provided herein.

Effective Date:   Anticipated Completion Date:

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective date of termination. Termination for material breach shall be effective upon written notice if the breaching party fails to cure the breach within days after receipt of notice specifying the breach. Upon termination, Client shall pay Reviewer for Services performed and reasonable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including trade secrets, business plans, financial data, and Materials provided for the pre-review.

The receiving party shall (a) use Confidential Information solely for the purpose of performing or receiving the Services under this Agreement; (b) protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information shall not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The obligations under this Section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as such information qualifies as a trade secret under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

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

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If unresolved within thirty (30) days, the dispute may be submitted to mediation or other mutually agreed non‑binding dispute resolution procedures prior to seeking judicial relief.

MISCELLANEOUS

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral.

Amendment: No amendment or modification of this Agreement shall be effective unless set forth in a written instrument signed by both parties.

Independent Contractors: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency relationship.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided below by hand delivery, nationally recognized courier, or certified mail (return receipt requested), or by confirmed electronic transmission where agreed in writing.

CERTIFICATION

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action, and that this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

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