Legal Certificate of Withdrawal

LEGAL CERTIFICATE OF WITHDRAWAL

This Legal Certificate of Withdrawal (the Certificate) is executed as of by and between Withdrawing Party: and Receiving Party: .

RECITALS

WHEREAS, Withdrawing Party is or was engaged to provide legal services, representation, or contractual performance in connection with the matter described as: ; and

WHEREAS, circumstances have arisen that require the formal withdrawal of Withdrawing Party from its obligations, responsibilities, or representation as set forth in prior engagement materials, filings, or agreements; and

WHEREAS, the parties desire to set forth the terms, conditions and responsibilities that govern the withdrawal and the transfer or disposition of files, fees and notice requirements.

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

1. WITHDRAWAL

1.1 Withdrawal. Withdrawing Party hereby withdraws from representation, performance, or participation in the matter described above effective as of the Effective Date. From and after the Effective Date, Withdrawing Party shall have no obligation to continue providing services, appearing, or further participating on behalf of Receiving Party except as expressly set forth in this Certificate.

1.2 Scope. The withdrawal applies to all authorities, duties and obligations arising from prior engagement letters, retainer agreements, contracts, or filings, except for those obligations that by law or order must be performed notwithstanding withdrawal, which obligations shall be identified in writing and attached as Exhibit A if applicable.

2. EFFECTIVE DATE AND NOTICE

2.1 Effective Date. The Effective Date of withdrawal is the date first set forth above unless another date is specified here: .

2.2 Notice. Formal notices required under this Certificate shall be delivered to the addresses set forth below under the Notices section. Delivery by hand, courier, certified mail, or electronic delivery in a manner that produces a record of transmission shall constitute effective notice.

3. TRANSFER OF FILES; CONFIDENTIALITY

3.1 Client Files. Within a reasonable time following the Effective Date, Withdrawing Party shall, at Receiving Party's written direction and subject to payment of outstanding fees and costs, deliver or make available copies of the client file reasonably necessary for Receiving Party to continue representation or to comply with any legal obligations. To the extent original documents are to be returned, such documents shall be returned upon request.

3.2 Confidentiality. Both parties acknowledge that privileged or confidential information remains subject to applicable privilege, confidentiality and ethical obligations. Withdrawing Party shall take reasonable steps to preserve client confidences pending transfer, and Receiving Party shall maintain the confidentiality of any materials received.

4. FEES, COSTS AND ACCOUNTING

4.1 Outstanding Balances. Receiving Party acknowledges responsibility for any outstanding fees and costs reasonably incurred by Withdrawing Party prior to the Effective Date. The parties agree to a final accounting of charges, and any balance owing shall be due within days of delivery of an itemized final invoice.

4.2 Client Property. Any trust or client funds held by Withdrawing Party shall be disbursed in accordance with applicable ethical rules and the written directions of the party entitled to such funds.

5. RELEASE AND NO ADMISSION

5.1 Release. Except for obligations expressly stated in this Certificate, each party releases the other from any further claims for performance or breach arising solely from matters occurring prior to the Effective Date, except that this release shall not apply to claims for unpaid fees or recoverable costs and shall not operate as a release of liability for wilful misconduct or fraud.

5.2 No Admission. This Certificate is not an admission of liability by any party, and no party shall be deemed to have admitted any facts, liability or wrongdoing by entering into this Certificate.

6. NOTICES

7. AMENDMENT; WAIVER; COUNTERPARTS

7.1 Amendment. This Certificate may be amended or modified only by a written instrument signed by both parties.

7.2 Waiver. Waiver of any provision of this Certificate must be in writing and signed by the party waiving the right; failure to enforce any provision shall not operate as a waiver of future enforcement.

7.3 Counterparts. This Certificate 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. Facsimile or electronic signature transmission shall be deemed an original signature for all purposes.

8. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

8.1 Governing Law. This Certificate shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles.

8.2 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, representations and understandings, whether written or oral, relating to the withdrawal.

8.3 Severability. If any provision of this Certificate is held to be invalid or unenforceable in whole or in part, such provision shall be ineffective to the extent of such invalidity or unenforceability without affecting the remaining provisions hereof.

9. ACKNOWLEDGMENTS

Each party acknowledges that it has read and understands this Certificate, has had the opportunity to seek independent advice, and enters into this Certificate voluntarily. The parties further certify that the individuals signing below are authorized to bind their respective parties.

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