Legal Closed Matter Agreement

LEGAL CLOSED MATTER AGREEMENT

This Legal Closed Matter Agreement (the "Agreement") is made and entered into as of by and between Client Name: with principal address: , and Law Firm Name: with principal address: .

RECITALS

WHEREAS, Client retained Firm to provide legal services concerning the matter described as (the "Matter"); and

WHEREAS, the parties have completed the services described in the Matter, and the parties desire to confirm final accounting, disposition of files, and mutual releases as set forth herein; and

WHEREAS, the parties intend by this Agreement to resolve any outstanding claims and obligations arising from the Matter without admission of liability by either party.

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

1. DEFINITIONS

In this Agreement, unless the context requires otherwise: "Client" means the individual or entity identified above; "Firm" means the law firm identified above; "Closed Matter" means the Matter described above and any and all claims, demands, obligations, fees, liens, causes of action, and communications arising from or relating to the Matter through the Effective Date.

2. CLOSURE OF MATTER

The parties agree that the Matter is concluded and closed as of the Effective Date. Firm shall have no further obligation to provide legal services to Client in respect of the Matter except as expressly set forth in this Agreement or as required by applicable ethics or professional responsibility rules relating to post-closing obligations.

3. FINAL ACCOUNTING AND PAYMENT

Within days following the Effective Date, Firm shall deliver a final accounting to Client setting forth fees incurred, costs advanced, retainer balances and disbursements. The parties agree that the final amount due, if any, shall be: $ .

4. MUTUAL RELEASE

Subject to receipt of any payment required under Section 3, Client hereby releases and forever discharges Firm and its partners, associates, employees and agents from any and all claims, demands, liabilities and causes of action, whether known or unknown, arising out of or relating to the Closed Matter. Firm likewise releases Client from any fee disputes, claims or causes of action arising out of the Closed Matter, except to the extent expressly reserved in writing in this Agreement.

5. CONFIDENTIALITY

Except as required by law or professional obligation, the parties shall keep the terms of this Agreement and all communications exchanged for the purpose of closing the Matter confidential. Neither party shall disclose the terms of this Agreement to any third party without the prior written consent of the other, except as necessary to enforce this Agreement or as required by law.

6. RECORDS RETENTION AND DESTRUCTION

Firm shall retain the closed file in accordance with Firm's document retention policy and applicable law for a period of years. After such period, Firm may destroy or otherwise dispose of physical and electronic files, subject to any written direction by Client. If Client requests delivery of original documents, Client shall specify such request in writing and reimburse Firm for reasonable copying and production costs.

7. COOPERATION

Each party shall cooperate and execute such further documents and take such further actions as may be reasonably necessary to carry out the purposes of this Agreement. This obligation shall not require either party to incur substantial additional expense.

8. NO ADMISSION

The parties acknowledge and agree that execution of this Agreement and performance of its terms is not and shall not be construed as an admission of liability, wrongdoing, fault or malpractice by any party, and shall not be used as evidence of such admission in any proceeding except to enforce the terms of this Agreement.

9. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any claim, loss or liability arising out of that party's breach of this Agreement or negligent acts or omissions relating to the Closed Matter, except to the extent caused by the indemnitee's own gross negligence or willful misconduct.

10. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as either party shall designate by notice pursuant to this Section. Notices shall be deemed given upon personal delivery, two days after deposit with a nationally recognized overnight carrier, or three days after deposit in the U.S. mail, postage prepaid.

11. AMENDMENTS; 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 by either party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right or the exercise of any other right.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that jurisdiction for resolution of any disputes arising under this Agreement.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral, relating to the Closed Matter, except for any written fee agreement expressly incorporated herein.

14. SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the parties' original intent.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic means (including facsimile or electronic signature) shall be effective to bind the executing party.

16. ATTORNEYS' FEES AND COSTS

In the event of a dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non‑prevailing party, in addition to any other relief to which the prevailing party may be entitled.

17. REPRESENTATIONS AND AUTHORITY

Each party represents and warrants that it has the full power and authority to enter into this Agreement and that the individual signing on its behalf is duly authorized to execute and deliver this Agreement and to bind that party.

ACKNOWLEDGMENTS

Client acknowledges receipt of a copy of this Agreement and that Client has had the opportunity to seek independent advice prior to execution. Client confirms that all instructions to Firm regarding disposition of files and documents have been communicated and documented herein.

Client acknowledges that original client documents are: retained by Firm returned to Client

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