Legal Client Agreement

LEGAL CLIENT AGREEMENT

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

RECITALS

WHEREAS, Firm is duly organized and licensed to provide legal services and has the experience and ability to perform legal services in the areas described in this Agreement;

WHEREAS, Client desires to engage Firm to provide legal representation and related services and Firm is willing to provide such services subject to the terms and conditions set forth herein;

WHEREAS, the parties intend that the terms of engagement, fees and other matters be governed by the mutual covenants contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties agree as follows:

1. SCOPE OF ENGAGEMENT

1.1 Engagement. Client retains Firm to provide legal services described below, and Firm accepts such engagement on the terms of this Agreement. The initial scope of services shall be:

1.2 Change in Scope. Any material change in scope shall be documented in a written amendment executed by both parties. Firm may decline to perform services outside the agreed scope until a written amendment is executed.

2. CLIENT RESPONSIBILITIES

Client shall timely provide all information, documents, authorizations and cooperation reasonably necessary for Firm to perform the services. Client acknowledges responsibility for the accuracy and completeness of all information provided to Firm.

Client authorizes Firm to communicate with third parties, including opposing counsel and relevant tribunals, as necessary to perform the services. Client also authorizes Firm to obtain third‑party records and to incur expenses as provided below.

3. FEES, RETAINER AND PAYMENT

3.1 Fees. Fees for Firm's services will be charged as follows (select or describe the applicable fee arrangement):

Hourly billing at rates agreed between the parties and set forth here:

Flat fee for specified tasks:

3.2 Retainer. Client shall pay an initial retainer in the amount of . The retainer will be held in Firm's client trust account and applied to fees and expenses in accordance with applicable rules.

3.3 Billing and Payment Terms. Firm shall render periodic invoices. Payment is due within days of invoice. Past due balances shall bear interest at , or the maximum allowed by law, whichever is less.

4. EXPENSES AND DISBURSEMENTS

Client shall reimburse Firm for all reasonable out-of-pocket expenses incurred in the representation, including filing fees, courier, travel, third‑party vendors, deposition and expert fees. Firm may require payment or replenishment of a retainer to cover expected expenses.

5. TERM AND TERMINATION

Either party may terminate this Agreement upon days' prior written notice. Firm may withdraw earlier if permitted by applicable professional rules. Termination does not relieve Client of the obligation to pay fees and expenses incurred prior to termination.

6. CONFIDENTIALITY

6.1 Firm shall maintain the confidentiality of information provided by Client to the extent required by law and applicable professional obligations. Firm may, however, disclose information as required by law or court order, or with Client's consent.

6.2 Client acknowledges that Firm's staff and permitted vendors may have access to confidential information and agrees that Firm may disclose confidential information to such persons on a need-to-know basis, provided Firm remains responsible for their compliance with confidentiality obligations.

7. CONFLICTS OF INTEREST

Firm represents that, to the best of its knowledge after reasonable inquiry, no conflict of interest exists that would prevent Firm from representing Client in the matters described. If a conflict arises, Firm will notify Client promptly and take appropriate steps consistent with professional obligations.

8. OWNERSHIP OF WORK PRODUCT

Except as otherwise agreed in writing, Firm retains ownership of its internal work product, files and methodologies. Client is granted a non‑exclusive right to use documents and deliverables prepared specifically for Client in connection with the engagement, subject to payment in full of fees and expenses.

9. LIMITATION OF LIABILITY

To the fullest extent permitted by law, Firm's liability to Client for any claim arising out of this Agreement or the performance of services shall be limited to direct damages not to exceed the total fees actually paid to Firm under this Agreement for the matter giving rise to the claim. In no event shall Firm be liable for special, incidental, consequential or punitive damages.

10. INDEMNIFICATION

Client agrees to indemnify, defend and hold Firm harmless from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client's fraudulent or unlawful acts, or Client's failure to provide complete and accurate information.

11. RECORDS AND RETENTION

Firm will retain client files in accordance with Firm's file retention policy and applicable professional obligations. Upon termination or completion, Firm may provide Client with copies of client documents upon request and subject to payment of outstanding fees and copying costs.

12. NOTICES

Firm Notice Address

Client Notice Address

All notices under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the addresses set forth above (or such other address as either party may designate by written notice).

13. GOVERNING LAW

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

14. AMENDMENTS, WAIVER, SEVERABILITY AND ENTIRE AGREEMENT

14.1 Amendments. No amendment to this Agreement will be effective unless in writing and signed by both parties.

14.2 Waiver. A party's failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or of the party's right to enforce such provision in the future.

14.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

14.4 Entire Agreement. This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral.

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. Facsimile or electronic signatures shall have the same force and effect as original signatures.

ADDITIONAL PROVISIONS

The parties acknowledge that Firm's representation does not include tax advice unless expressly stated. Client should seek independent tax or other specialized advice as necessary.

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