Legal Appointment Letter

LEGAL APPOINTMENT LETTER

This Legal Appointment Letter (the "Agreement") is made effective as of by and between Client Name: (the "Client"), and Legal Representative Name: (the "Counsel").

RECITALS

WHEREAS, the Client desires to retain Counsel to provide legal services in connection with the matter described as: (the "Matter");

WHEREAS, Counsel has represented that it is duly qualified, experienced and willing to act as legal counsel in the Matter and to perform the services set forth herein under the terms and conditions of this Agreement;

WHEREAS, the parties wish to set forth their respective obligations, fee arrangements and other terms governing the engagement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. APPOINTMENT

1.1 Appointment. The Client hereby appoints and retains Counsel to act as legal counsel for the Matter and to perform the legal services described in Section 2. Counsel accepts the appointment and agrees to provide the services in accordance with the terms of this Agreement.

2. SCOPE OF SERVICES

2.1 Scope. Counsel will provide legal services reasonably necessary to represent the Client in the Matter. Such services include, but are not limited to: legal advice, preparation and filing of documents, negotiations, and representation in administrative or judicial proceedings as may be required. Specific tasks and limitations are described below.

3. TERM

3.1 Term. The engagement shall commence on the Effective Date set forth above and shall continue until completion of the Matter or earlier termination in accordance with Section 9. The anticipated completion date (if any) is: .

4. FEES AND BILLING

4.1 Fees. The Client agrees to pay Counsel for professional services as follows.

4.2 Billing Statements. Counsel will render detailed statements of services and expenses in arrears. Payment is due within the period set forth on the invoice. Overdue amounts bear interest at the lesser of 1.5% per month or the highest rate permitted by law.

5. CONFIDENTIALITY

5.1 Confidential Information. Counsel will preserve the confidentiality of non-public information provided by the Client and will not disclose such information except as authorized by the Client or required by law. Counsel's obligations of confidentiality shall survive termination of this Agreement.

6. CONFLICTS OF INTEREST

6.1 Conflicts. Counsel warrants that, to the best of its knowledge after reasonable inquiry, no conflict exists that would materially impair Counsel's ability to represent the Client in the Matter. If a conflict arises, Counsel will promptly notify the Client and will take appropriate steps in accordance with professional responsibility obligations.

7. CLIENT RESPONSIBILITIES

7.1 Cooperation. The Client agrees to provide Counsel with timely information, access to documents and reasonable cooperation. The Client designates the following primary contact for communications:

8. LIMITATION OF LIABILITY; INDEMNITY

8.1 Limitation of Liability. Except for damages resulting from Counsel's gross negligence, willful misconduct or fraud, Counsel's liability to the Client for any claim arising out of this Agreement shall be limited to the amount of fees paid by the Client to Counsel for services rendered under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

8.2 Indemnity. The Client shall indemnify and hold harmless Counsel against liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the Client's breach of this Agreement, misrepresentations or the Client's failure to comply with its obligations hereunder, except to the extent caused by Counsel's gross negligence or willful misconduct.

9. TERMINATION

9.1 Termination for Convenience. Either party may terminate this Agreement upon days' prior written notice to the other party.

9.2 Termination for Cause. Either party may terminate immediately upon written notice for material breach that remains uncured for a period of thirty (30) days after written notice of such breach, or upon the occurrence of events that reasonably prevent performance, including loss of license, or conflicts preventing representation.

9.3 Fees on Termination. Upon termination, Counsel will render a final invoice for services performed and expenses incurred through the date of termination. Any unearned retainer balance will be applied to outstanding invoices and any remaining balance returned to the Client in accordance with applicable rules of professional responsibility.

10. NOTICES

10.1 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by reputable overnight courier, or sent by certified mail, return receipt requested, to the addresses below or to such other address as either party may designate by notice to the other.

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any prior engagement letters or terms inconsistent with this Agreement shall be of no force or effect unless expressly incorporated herein in writing.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

14. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The waiver of a breach of any provision shall not operate as a waiver of any subsequent breach.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be binding.

16. EXECUTION

The parties, intending to be legally bound, have caused this Agreement to be executed by their duly authorized representatives below.

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