LOI RISK REVIEW 

Limited Scope Engagement Terms 

These Limited Scope Engagement Terms (“Terms”) govern the LOI Risk Review engagement between Horton Legal Strategies PLLC (“Firm”) and the individual or entity submitting payment (“Client”). 

By submitting payment and accepting these Terms, Client agrees as follows: 

 

1. Limited Scope of Representation 

The Firm’s representation is strictly limited to: 

  • Review of the executed Letter of Intent (“LOI”) submitted by Client; 

  • Preparation and delivery of a personalized video assessment; and 

  • Participation in one scheduled Deal Calibration Call. 

The Firm’s review is limited to the LOI document provided and does not include review of ancillary agreements, financial statements, diligence materials, tax analysis, regulatory analysis, or other transaction documentation unless separately agreed in writing. 

The Firm will not contact the buyer, the buyer’s counsel, brokers, or any third party as part of this engagement. 

No ongoing representation is provided unless a separate written engagement agreement is executed. 

 

2. No Broader Representation 

This engagement does not include: 

  • Negotiation of transaction documents; 

  • Drafting or revision of definitive agreements; 

  • Diligence management; 

  • Regulatory review; 

  • Tax advice; 

  • Litigation advice; or 

  • Any services beyond the defined LOI Risk Review. 

Any additional services require a separate written engagement agreement. 

 

3. Conflicts Clearance 

This engagement is subject to conflicts clearance. 
If the Firm determines that a conflict of interest exists, the Firm may decline representation and will promptly refund any payment received. 

 

4. Fee 

The fixed fee for the LOI Risk Review is $2,000. 

The fee is earned upon delivery of the personalized video review. 

If Client retains the Firm for full transaction representation within fourteen (14) days of the Deal Calibration Call, the $2,000 fee will be credited toward the initial invoice for full representation. 

No refunds will be issued after delivery of the video review, except in the event of a conflicts issue identified prior to substantive work. 

 

5. No Guarantee of Outcome 

The Firm provides strategic legal assessment and recommendations based on the information available at the time of review. 

The Firm makes no guarantee regarding: 

  • Transaction outcome, 

  • Purchase price, 

  • Closing, 

  • Timing, or 

  • Any specific economic result. 

Transaction outcomes depend on multiple factors beyond the Firm’s control. 

 

6. Client Responsibilities 

Client agrees to: 

  • Provide an accurate and complete copy of the executed LOI; 

  • Disclose the identities of all transaction parties for conflicts review; 

  • Participate in the scheduled Deal Calibration Call; and 

  • Make independent business decisions regarding the transaction. 

 

7. No Attorney-Client Relationship Beyond Scope 

An attorney-client relationship is formed solely for the limited purpose described in Section 1 upon: 

  • Payment of the fee, 

  • Acceptance of these Terms, and 

  • Confirmation of conflicts clearance. 

No ongoing attorney-client relationship exists beyond the defined scope unless a separate written engagement agreement is executed. 

 

8. Governing Law 

This limited engagement is governed by the laws of the State of New Jersey, without regard to conflict of law principles. [Add in part about NY Client Rights and Responsibilities] 

 

9. Acknowledgment 

By submitting payment and accepting these Terms, Client acknowledges that: 

  • Client has read and understands these Terms; 

  • Client understands the limited scope of representation; 

  • Client agrees to the fee and credit structure; and 

  • Client understands that full transaction representation requires a separate agreement.