Reviewer Service Agreement

REVIEWER SERVICE AGREEMENT

Effective Date:    Client Name:    Reviewer Name:

RECITALS

WHEREAS, Client desires to obtain professional review, evaluation, and advisory services related to content, processes, or deliverables described herein; and

WHEREAS, Reviewer represents that Reviewer has the expertise, personnel, and resources necessary to perform independent review services and is willing to provide such services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality, and other terms governing the engagement.

SCOPE OF WORK

Reviewer shall provide the review services described below in a professional manner consistent with industry standards. Reviewer will deliver written findings, recommendations, and any supporting documentation identified as Deliverables.

PAYMENT TERMS

Client shall pay Reviewer for services performed as follows.

Total Compensation: $.    Payment Method:

Late Payment Fee: If any undisputed invoiced amount is not paid within days after the invoice due date, Client shall pay a late fee equal to (or the maximum allowable under applicable law, if lower).

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for days after written notice of such breach.

Upon termination, Client shall pay Reviewer for work performed and expenses reasonably incurred through the effective date of termination and, if applicable, for any non-cancellable commitments.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential.

Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) use it only to perform obligations under this Agreement; and (c) not disclose it to third parties except as expressly permitted. The receiving party may disclose Confidential Information to its employees, contractors, and advisers who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was already lawfully known by the receiving party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of Confidential Information.

Confidentiality Period (survival): years from disclosure, except that trade secrets are protected for as long as they remain trade secrets.

INTELLECTUAL PROPERTY AND USE OF FEEDBACK

Reviewer shall retain ownership of its pre-existing materials and methodologies. Reviewer grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use, reproduce, and modify the Deliverables and review feedback provided under this Agreement for Client's internal business purposes.

Reviewer represents that the Deliverables shall not knowingly infringe any third-party intellectual property rights. To the extent any third-party materials are incorporated, Reviewer shall obtain and maintain appropriate rights and licenses.

INDEPENDENT CONTRACTOR; NO EMPLOYMENT RELATIONSHIP

Reviewer is an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, joint venture, agency, or partnership relationship between the parties. Reviewer is responsible for all taxes and benefits for its personnel.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising from its gross negligence or willful misconduct in performance of this Agreement. Except for a party's obligations under indemnity or breach of confidentiality, neither party shall be liable for consequential, incidental, or punitive damages. The maximum aggregate liability of each party arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Reviewer under this Agreement.

ACCEPTANCE; CORRECTIONS

Upon delivery of each Deliverable, Client shall have days to review and either accept or provide written comments reasonably describing any deficiencies. Reviewer shall correct any accepted deficiencies at no additional cost if notified within that period.

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.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation. Notices must be in writing and delivered to the addresses provided by the parties.

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