Legal Business Engagement Letter

LEGAL BUSINESS ENGAGEMENT LETTER

This Engagement Letter (the "Agreement") is entered into as of by and between Law Firm Name: with principal place of business at ("Firm"), and Client Name: with principal place of business at ("Client").

Recitals

WHEREAS, Client desires to engage Firm to perform legal services related to: ; and

WHEREAS, Firm represents that it has the experience, expertise, and professional capacity to perform the legal services described herein and is willing to do so upon the terms and conditions set forth in this Agreement.

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

1. Engagement; Scope of Services

1.1 Engagement. Client hereby retains Firm to provide legal services as described in this Section and Firm accepts that engagement. The scope of the engagement shall be limited to the matters specifically described below unless otherwise agreed in writing.

1.2 Scope. Firm will provide legal services consisting of:

Firm does not agree to provide services beyond the scope set forth above without a separate written amendment executed by both parties.

2. Client Responsibilities

Client agrees to cooperate with Firm, to provide promptly all information known or available to Client that is relevant to the engagement, and to make Client personnel available for consultation as reasonably requested. Failure to cooperate may result in suspension or termination of Firm’s services and Client remains responsible for fees and costs incurred through termination.

3. Fees, Retainer and Billing

3.1 Billing Arrangement. Client acknowledges and selects the following billing arrangement (check all that apply):

Hourly billing Hourly Rate: $

Flat fee Flat Fee Amount: $

Contingent fee Contingency Percentage:

3.2 Retainer. Client shall pay a retainer in the amount of $ to be held in Firm's client trust account and applied to fees and expenses in accordance with applicable professional rules. If the retainer is exhausted Client shall replenish the retainer upon written request by Firm.

3.3 Billing and Payment Terms. Firm will render invoices on a basis and all invoices are due within days of receipt. Overdue balances shall accrue interest at the rate of unless prohibited by law.

4. Costs and Expenses

Client shall reimburse Firm for all reasonably incurred out-of-pocket expenses, including filing fees, deposition and transcript costs, expert fees, travel, courier and messenger charges, and other third-party costs. Client agrees that Firm may seek an advance for anticipated expenses.

Advance for expenses required: Yes

5. Conflicts; Client Acknowledgements

Firm has performed a conflicts check based on information provided by Client. Client represents that the information provided is complete and accurate and agrees to notify Firm promptly of any change in circumstances that could give rise to a conflict. If a conflict arises that cannot be resolved, Firm may withdraw in accordance with professional obligations.

6. Confidentiality, Privilege and Use of Information

Firm will maintain in confidence information received from Client to the extent consistent with applicable law and professional obligations. Communications between Firm and Client are subject to the attorney-client privilege and work product protection to the fullest extent applicable. Client authorizes Firm to disclose such information when necessary to carry out the representation, to secure expert or administrative services, or as otherwise required by law.

7. Termination; Withdrawal and Consequences

Either party may terminate this Agreement upon written notice to the other. Firm may withdraw from representation as permitted by applicable professional rules, including for nonpayment or conflicts. Upon termination, Client shall pay for all services performed and expenses incurred through the effective date of termination and Firm shall deliver to Client the file materials as required by professional obligations.

8. File Retention

Firm will retain Client files for a period of years following conclusion of the matter, after which Firm may destroy or otherwise dispose of the file in accordance with Firm's document retention policies, unless Client requests delivery in writing.

9. Limitation of Liability; Indemnification

Except to the extent prohibited by law, Firm's liability to Client for any claim arising out of or relating to this Agreement or the provision of legal services shall be limited to direct damages and the aggregate amount of such damages shall not exceed the total fees paid by Client to Firm for the matter giving rise to the claim. Client agrees to indemnify and hold Firm harmless from any third-party claim arising from Client's acts or omissions, except to the extent resulting from Firm's gross negligence or willful misconduct.

10. Dispute Resolution

The parties agree to attempt to resolve any dispute arising out of this Agreement through good faith negotiation. If negotiation fails, the dispute shall be resolved by in the courts or forum specified in the Governing Law section below, unless otherwise mutually agreed in writing.

11. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate in writing.

12. Governing Law; Venue; Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Venue for any action shall lie in the state or federal courts located in the county designated by the parties and indicated here: .

12.1 Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior agreements or understandings, whether written or oral, relating to that subject matter.

12.2 Amendments and Waiver. Any amendment or waiver of any provision of this Agreement must be in writing and signed by both parties. No failure or delay by either party in exercising any right will operate as a waiver of that right.

12.3 Severability. If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be severed and the remainder of this Agreement shall remain in full force and effect.

12.4 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which will be deemed an original, and signatures transmitted electronically shall be binding and have the same force and effect as original signatures.

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