Submission Review Document

SUBMISSION REVIEW DOCUMENT

This Submission Review Document ("Agreement") is entered into by the parties identified below on the Effective Date set forth herein. The parties agree that the reviewer will perform a review of the submission described in this document and that the client will compensate the reviewer in accordance with the Payment Terms below.

Parties and Effective Date

Client Name:

Reviewer Name:

Effective Date:

WHEREAS

WHEREAS, Client has submitted materials, documentation, or other deliverables described below (the "Submission") for professional review and evaluation;

WHEREAS, Reviewer is qualified to perform the review described in Scope of Work and has agreed to provide such services to Client in accordance with the terms and conditions of this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the review and any resulting recommendations or reports.

Submission Details

Scope of Work

Reviewer shall perform a professional review of the Submission including, but not limited to, evaluation for compliance with applicable standards, identification of deficiencies, suggested revisions, and preparation of a written review report. The scope includes document review, one conference call to discuss findings, and delivery of a written summary report unless otherwise agreed in writing.

Payment Terms

Client shall pay Reviewer the fees specified below in exchange for the review services described above. Fees are exclusive of any taxes or expenses unless expressly included.

If any undisputed amount due under this Agreement is not paid within days after the due date, Client shall pay a late fee equal to of the overdue balance, plus reasonable costs of collection.

Term and Termination

This Agreement shall commence on the Start Date and shall continue in effect until the End Date unless earlier terminated in accordance with this section.

Start Date:

End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice. Termination shall not relieve Client of the obligation to pay for services rendered and expenses properly incurred through the effective date of termination.

Confidentiality

Each party shall treat as confidential all non-public information and materials disclosed by the other party that are designated as confidential or that, by their nature, should reasonably be regarded as confidential. Confidential information shall not include information that is (a) in the public domain through no breach of this Agreement, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the disclosing party's confidential information.

Notwithstanding the foregoing, either party may disclose Confidential Information as required by law, regulation, or court order, provided that the disclosing party gives the other party prompt notice and cooperates in any lawful effort to limit or contest the disclosure.

Review Findings and Deliverables

Review Outcome: Submission Accepted Revisions Required Submission Rejected

Representations, Warranties and Liability

Each party represents and warrants that it has the authority to enter into this Agreement. Reviewer warrants that services will be performed in a professional manner consistent with industry standards. Except for willful misconduct or gross negligence, Reviewer’s liability to Client under this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Reviewer under this Agreement.

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 laws principles.

Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

Miscellaneous

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of the remaining provisions.

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