Service Contract Review Request Form

SERVICE CONTRACT REVIEW REQUEST FORM

This Service Contract Review Request ("Request") is made effective as of Effective Date: by and between Client Name: with address: and Reviewer Name: with address: .

RECITALS

WHEREAS, Client is party to or proposes to enter into a service contract described as Contract Description: dated Contract Date: (the "Contract"); and

WHEREAS, Client desires Reviewer to perform a limited legal and commercial review of the Contract and to provide written observations and recommended revisions in accordance with the terms of this Request; and

WHEREAS, Reviewer represents that it has the experience and capacity to perform the review and to deliver the written materials described below subject to the limitations and fees set forth herein.

NOW THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. SCOPE OF REVIEW

1.1 Reviewer shall perform a review limited to the Contract and related documents expressly submitted by Client (collectively, "Submitted Materials"). The review will focus on legal, commercial and risk allocation provisions, including but not limited to: scope of services, payment terms, liability and indemnity, term and termination, confidentiality, and intellectual property provisions. Reviewer will not perform factual investigations, background due diligence on counterparty performance, or draft completely new agreements unless expressly agreed in writing.

1.2 Client acknowledges that Reviewer is not assuming responsibility for the Client's ultimate negotiation outcomes, business judgment, or compliance with statutes and regulations not expressly covered in the review.

2. DOCUMENTS PROVIDED

2.1 Client submits the following:

Full executed or draft contract
Amendments or addenda
Exhibits, schedules or statements of work
Relevant correspondence or redlines
Other (describe below)

3. DELIVERABLES AND TIMING

3.1 Reviewer will provide one or more of the following deliverables as selected by Client: written memorandum identifying material risks and recommended revisions; annotated redline of the Contract; negotiation talking points; and a brief summary of next-step action items. Select deliverables:

Written memorandum identifying material risks and recommended revisions
Annotated redline of Contract
Negotiation talking points
Action items checklist

4. FEES, PAYMENT AND RETAINER

4.1 Client agrees to pay Reviewer the fee specified below for the review work. Fees are exclusive of taxes and out-of-pocket expenses which Client will reimburse.

Flat fee:
Hourly, estimated hours: at hourly rate
Other:

5. CONFIDENTIALITY AND MATERIALS

5.1 Reviewer shall treat Submitted Materials and any non-public information received from Client in connection with the review as confidential and will not disclose such information except as required by law or with Client's prior written consent. Reviewer may, at its election, redact or withhold attorney work product from delivered materials, but will identify any such redactions in the deliverables.

5.2 Client represents that it has authority to provide Submitted Materials and that providing them to Reviewer does not violate any agreement with a third party. Client shall promptly notify Reviewer of any claim of third-party confidentiality or privilege.

6. CONFLICTS AND INDEPENDENCE

6.1 Reviewer will make commercially reasonable efforts to identify any known conflicts of interest based on information provided by Client. Client shall disclose any relationships or facts that could reasonably give rise to a conflict. If a disqualifying conflict exists, Reviewer may decline to perform the review or terminate this Request upon written notice.

7. LIMITATIONS OF LIABILITY; INDEMNIFICATION

7.1 EXCEPT FOR LIABILITY ARISING FROM FRAUD OR WILLFUL MISCONDUCT, REVIEWER'S LIABILITY ARISING OUT OF OR RELATING TO THIS REQUEST SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY CLIENT TO REVIEWER FOR THE SPECIFIC REVIEW GIVING RISE TO LIABILITY. IN NO EVENT SHALL REVIEWER BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES.

7.2 Client shall indemnify and hold Reviewer harmless from claims, losses or expenses arising from Client's breach of representations in Section 5.2 or Client's misuse of Reviewer deliverables.

8. NOTICES

9. AMENDMENTS; WAIVER; COUNTERPARTS

9.1 Any amendment or modification to this Request must be in writing and signed by both parties. No waiver of any provision shall be effective unless in writing signed by the party granting the waiver.

9.2 This Request may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1 Governing Law: This Request shall be governed by and construed in accordance with the laws of Governing State: without regard to principles of conflicts of law.

10.2 Entire Agreement: This Request, together with any written engagement letter or fee schedule incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof.

10.3 Severability: If any provision of this Request is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11. ADDITIONAL INSTRUCTIONS / COMMENTS

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