Business Ownership Retainer

BUSINESS OWNERSHIP RETAINER

This Business Ownership Retainer Agreement (the Agreement) is entered into as of Effective Date: by and between Firm Name: with principal address: and Client Name: with principal address: .

RECITALS

WHEREAS, the Firm is engaged in the practice of law and counseling on matters concerning business ownership, entity formation, shareholder agreements, equity allocation, and related corporate transactions; and

WHEREAS, the Client seeks legal representation and advice with respect to ownership structure, equity allocation, capitalization, transfer restrictions, and document preparation described in Section 1 below; and

WHEREAS, the Firm is willing to provide such services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client retains Firm to provide legal services related to business ownership matters, including but not limited to negotiating and preparing ownership agreements, advising on capitalization and equity allocation, drafting transfer restriction provisions, and counseling on corporate governance (the Services). The Services shall be limited to those matters expressly described in this Agreement unless subsequently agreed in writing.

2. RETAINER, FEES AND BILLING

2.1 Retainer. Client shall pay a retainer in the amount of $ due upon execution of this Agreement. The retainer shall be applied against fees and expenses as incurred. Firm will maintain funds in a client trust or operating account in accordance with applicable professional rules.

2.2 Fees. Firm's standard hourly rates for attorneys and staff performing Services are as follows: Lead attorney $ per hour; Associate $ per hour; paralegal $ per hour. These rates may be adjusted annually upon written notice.

2.3 Billing and Payment. Firm will invoice Client monthly with itemized statements; invoices are payable within days of invoice. Past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3. CLIENT RESPONSIBILITIES

Client shall provide Firm with all information and documents reasonably necessary for Firm to perform the Services, shall be available for consultation, and shall timely review and approve documents. Client warrants that the information provided is complete and accurate to the best of Client's knowledge.

4. CONFLICTS OF INTEREST

Firm represents that, after reasonable inquiry, no conflict of interest exists that would preclude the representation described herein, except as disclosed to Client in writing. Client agrees to promptly notify Firm of any actual or potential conflicts that arise.

5. CONFIDENTIALITY

5.1 Duty of Confidentiality. Firm shall maintain as confidential all non-public information received from Client in connection with the Services except information that (a) is or becomes publicly available other than through Firm's breach of this Agreement, (b) is lawfully received from a third party without confidentiality obligations, or (c) must be disclosed by law or professional obligation. If disclosure is required by law, Firm shall provide Client with reasonable prior notice where practicable.

6. TERM AND TERMINATION

6.1 Term. This Agreement shall commence on the Effective Date and continue until completion of the Services or earlier termination as provided herein.

6.2 Termination. Either party may terminate this Agreement upon days' written notice. Firm may withdraw sooner if required by professional rules, upon which Client shall remain responsible for fees and expenses incurred through the date of withdrawal.

7. DELIVERABLES; OWNERSHIP

7.1 Deliverables. Firm will deliver to Client such agreements, schedules, drafts and other documents as are necessary to effect the Services described in Section 1. Deliverables are limited to those expressly delivered in writing.

7.2 Ownership. Except for Firm's pre-existing templates, know-how, and work product that Firm reasonably designates as proprietary, all documents and materials prepared by Firm specifically for Client and paid for in full hereunder shall be owned by Client upon payment in full. Firm shall retain the right to keep copies for its files consistent with applicable ethical obligations.

8. LIMITATION OF LIABILITY

To the maximum extent permitted by law, Firm's liability to Client for any claim arising out of or in connection with this Agreement shall be limited to direct damages not to exceed the fees paid to Firm for the Services giving rise to the claim. In no event shall Firm be liable for consequential, incidental, punitive or exemplary damages.

9. INDEMNIFICATION

Client shall indemnify and hold harmless Firm and its partners, associates and staff from and against any claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising from Client's breach of this Agreement, Client's misrepresentations, or Client's failure to provide accurate information.

10. DISPUTE RESOLUTION

The parties agree that any dispute arising out of or relating to this Agreement shall first be submitted to good faith mediation. If mediation fails, disputes shall be resolved by final and binding arbitration administered by a neutral arbitrator in the county of Firm's principal office, in accordance with the rules mutually agreed or, absent agreement, by commercial arbitration rules. Judgment on the award may be entered in any court of competent jurisdiction.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or electronic mail with acknowledgment of receipt.

12. AMENDMENTS; WAIVER

No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision shall not constitute a waiver of that provision or any other provision.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State specified below, without regard to its conflict of laws principles.

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements, understandings, and communications relating thereto.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that effectuates the parties' intent.

MISCELLANEOUS

16.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be effective as originals.

16.2 Record Retention. Firm shall retain copies of Client's file in accordance with applicable professional obligations and may destroy files after a reasonable retention period unless Client requests delivery or further retention in writing.

ACKNOWLEDGMENTS

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the respective parties and that they have read, understand, and accept the terms herein.

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