Legal Certificate of Engagement

LEGAL CERTIFICATE OF ENGAGEMENT

This Certificate of Engagement is made as of by and between Client Name: whose principal address is and Law Firm Name: whose principal place of business is (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client desires to engage Firm to provide legal services with respect to the matter described as: ; and

WHEREAS, Firm represents that it is duly authorized and qualified to provide such legal services and that no conflicts of interest exist other than as disclosed in writing to Client in the attached statement; and

WHEREAS, the Parties desire to set forth the terms, scope and certification of the engagement in this written Certificate of Engagement.

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

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client hereby retains Firm, and Firm accepts such engagement, to perform legal services as described in this Certificate of Engagement. The scope of services shall be limited to the matters specifically set forth in Section 1.2 and any written amendments signed by the Parties.

2. TERM

2.1 Effective Date and Duration. The engagement commences on the Effective Date specified above and continues until the completion of the services described in Section 1.2 or earlier termination under Section 7 of this Certificate.

2.2 Survival. Provisions that by their nature survive termination, including but not limited to Sections concerning Fees, Confidentiality and Governing Law, shall survive termination or expiration of this Certificate.

3. FEES, RETAINER AND BILLING

3.1 Fees. Client agrees to compensate Firm based on the billing arrangement selected below. Unless otherwise agreed, fees are calculated on an hourly rate basis for attorneys and paralegals at the rates disclosed in Firm's engagement letter.

Hourly rates at agreed rates; Hourly rate for lead attorney:
Flat fee:
Contingency fee (terms set forth in separate agreement): Yes

3.2 Expenses; Trust Account. Client shall reimburse Firm for reasonable and necessary out-of-pocket expenses. Retainers will be held in Firm's client trust account and applied against fees and expenses in accordance with applicable professional obligations.

3.3 Billing and Payment. Firm will render itemized invoices at monthly intervals unless otherwise agreed. Invoices are payable within thirty (30) days of receipt. Overdue balances may accrue interest at the maximum lawful rate or at 1.5% per month, whichever is less.

4. CLIENT REPRESENTATIONS; ENTITY TYPE

4.1 Representations. Client represents and warrants that it has full power and authority to enter into this Certificate and to retain Firm for the purposes described herein, and that the information provided to Firm is true and complete to the best of Client's knowledge.

Individual Corporation Partnership Other:

5. CONFLICTS; CONFLICT WAIVER

5.1 Conflicts Check. Firm has conducted a conflicts check based on the information provided by Client. To the best of Firm's knowledge, no conflict exists that would prevent Firm from representing Client in the matter described, except as disclosed in writing.

6. CONFIDENTIALITY

6.1 Confidential Information. Firm shall maintain the confidentiality of Client communications and materials to the extent required by applicable rules of professional responsibility and law. Client authorizes Firm to disclose confidential information only as necessary to perform the engagement or as required by law, and Firm shall notify Client of any compelled disclosures unless prohibited.

7. TERMINATION

7.1 Termination. Either Party may terminate this engagement upon written notice to the other Party. Client shall remain responsible for all fees and expenses incurred through the effective date of termination and for reasonable costs of transfer or transition of files.

7.2 File Retention. Upon termination, Firm may retain copies of Client files and may, to the extent permitted by professional rules, make and charge for copies of the file and for reasonable time expended in concluding matters.

8. CERTIFICATION AND REPRESENTATIONS

8.1 Certification. Firm certifies that the individual executing this Certificate on behalf of Firm is authorized to bind Firm and that Firm is in good standing and authorized to practice in the relevant jurisdictions. Client certifies that the individual executing this Certificate has authority to retain Firm on Client's behalf.

9. NOTICES

9.1 Notices. All notices required or permitted under this Certificate shall be given in writing and delivered to the address for each Party set forth at the beginning of this Certificate or to such other address as either Party may designate by written notice to the other.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 Amendment. This Certificate may only be amended in a writing signed by both Parties. No course of conduct or failure to enforce any right shall constitute a waiver.

10.2 Counterparts. This Certificate may be executed in two or more counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Certificate shall be governed by and construed in accordance with the laws of the State selected by the Parties below, without regard to conflict of law principles.

11.2 Entire Agreement. This Certificate 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.

11.3 Severability. If any provision of this Certificate is held to be invalid or unenforceable, the remainder of this Certificate shall not be affected and each provision shall be enforced to the maximum extent permitted by applicable law.

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