Review Document Template

REVIEW DOCUMENT TEMPLATE

This Review Document Template (the "Agreement") is made and entered into as of by and between:

RECITALS

WHEREAS, Client provides materials, documents, deliverables, or services requiring professional review and commentary (the "Materials");

WHEREAS, Reviewer has expertise and resources necessary to perform a review of the Materials and to provide written commentary and recommended revisions in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Reviewer will review the Materials and deliver the Review Deliverables to Client.

SCOPE OF WORK

Reviewer shall perform a professional review of the Materials and shall prepare a written review report and any annotated copies, as applicable (collectively, the "Review Deliverables"). The scope shall include identification of material issues, suggested revisions, and a prioritization of recommended actions.

PAYMENT TERMS

Client shall pay Reviewer the fees described below in consideration for the timely and professional performance of the Review Deliverables.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice of such breach.

Upon termination, Reviewer shall deliver any completed Review Deliverables and shall invoice Client for work performed through the date of termination. Client shall pay all undisputed amounts within the agreed invoice terms.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law, provided notice is given when permitted and disclosure is limited to the extent required.

The receiving party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care, and shall not use Confidential Information except to perform its obligations under this Agreement.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client retains all ownership rights in the Materials. Reviewer retains ownership of its pre-existing methodologies, tools, and templates. Reviewer grants to Client a non-exclusive, perpetual license to use the Review Deliverables solely for Client's internal business purposes upon full payment of amounts due.

GOVERNING LAW

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

MISCELLANEOUS

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

Amendment: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets or a merger.

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