Legal Client Engagement Agreement

LEGAL CLIENT ENGAGEMENT AGREEMENT

This Legal Client Engagement Agreement (the "Agreement") is entered into as of Effective Date: by and between Law Firm Name: with principal place of business at (hereinafter "Firm") and Client Name: with address at (hereinafter "Client"). Firm and Client are sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client desires to retain the Firm to provide legal services in connection with the matters described in Section 1 below; and

WHEREAS, Firm has the experience, qualifications and willingness to provide such legal services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the engagement.

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

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client hereby retains Firm to perform legal services as described in this Agreement and Firm accepts such engagement. The initial scope of the engagement is:

1.2 Outside Counsel. Unless otherwise agreed in writing, Firm will be the primary legal counsel authorized to act for Client on the matters set forth above. Firm may, with Client's consent, associate other counsel where advisable for technical expertise or efficiency.

2. FEES, RETAINER AND BILLING

2.1 Fee Arrangement. Client will pay Firm fees on the following basis (check all that apply):

Hourly rates: Attorney hourly rate(s): ; Paralegal hourly rate:

Flat fee: (describe deliverables)

Contingency fee (if applicable): percentage (only where permitted by law)

Client shall deliver an initial retainer to Firm in the amount of to be held in Firm's trust account. Application of the retainer to fees and expenses will be stated on periodic invoices; Client must replenish the retainer upon request. Interest on trust balances will be handled in accordance with applicable professional rules.

2.2 Billing and Payment. Firm will render invoices monthly or at other intervals as agreed. Invoices will describe services performed, time spent, hourly rates and expenses. Client will pay invoiced amounts within days of receipt. Overdue amounts may accrue interest at the rate of or the maximum permitted by law.

3. CLIENT COOPERATION; CONFIDENTIALITY

3.1 Client Obligations. Client shall provide full, timely and accurate information and documentation, cooperate with Firm's requests, and make available personnel as reasonably necessary. Failure to cooperate may be cause for suspension or termination of representation.

3.2 Confidentiality. Firm will treat information obtained from Client as confidential and will not disclose such information except as authorized by Client or required by law. Notwithstanding the foregoing, Firm may disclose information to third-party service providers performing work on Firm's behalf provided Firm requires them to maintain confidentiality.

4. CONFLICTS; CONFLICT WAIVER

4.1 Conflicts Search. Firm has conducted a conflicts check based on information provided by Client. To the extent additional conflicts are discovered or arise, Firm will promptly notify Client. Client agrees to cooperate in identifying parties and matters that may present conflicts.

Yes    No

5. TERM; TERMINATION

5.1 Term. This Agreement is effective as of the Effective Date and will continue until the completion of the services described in Section 1 or until earlier termination in accordance with this Section 5.

5.2 Termination. Either Party may terminate this Agreement upon written notice to the other Party. In the event of termination, Client shall pay Firm for all services rendered and expenses incurred through the effective date of termination and any reasonable costs of transfer of the file.

6. FILES; RECORDS

Firm will maintain Client files in electronic or physical form. Original documents delivered by Client will be returned on request. Firm may retain copies and may destroy files after a reasonable retention period unless Client requests delivery of the file or storage in writing.

7. LIMITATION OF LIABILITY; DAMAGES

7.1 Limitation. Except as prohibited by law, Firm's liability to Client for any claim arising from this Agreement or the provision of services shall be limited to actual direct damages and shall not exceed the amount of fees paid by Client to Firm under this Agreement for the matter giving rise to the claim.

7.2 Exclusion. In no event shall Firm be liable for consequential, exemplary, special, punitive or indirect damages, lost profits or business interruption, even if advised of the possibility of such damages.

8. INDEMNIFICATION

Client agrees to indemnify and hold Firm and its partners, shareholders, members, attorneys, employees and agents harmless from and against any third-party claims, liabilities, losses, costs or expenses (including reasonable attorneys' fees) arising out of Client's failure to provide truthful information, Client's acts or omissions, or Client's breach of this Agreement, except to the extent caused by Firm's gross negligence or willful misconduct.

9. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

10. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

10.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings and communications, whether written or oral, relating to the engagement.

10.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10.3 Amendment; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No failure or delay in exercising any right shall constitute a waiver of that right.

10.4 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.

11. NOTICES

Notices are effective upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail (return receipt requested) to the addresses provided above or as otherwise designated in writing.

12. ADDITIONAL PROVISIONS

The Parties acknowledge that they have read and understand this Agreement, that they have had the opportunity to seek independent legal advice, and that they voluntarily accept the terms and conditions contained herein.

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