Legal Contingency Retainer

LEGAL CONTINGENCY RETAINER

This Contingency Retainer Agreement ("Agreement") is made and entered into on by and between Client Name: whose principal address is (hereinafter "Client"), and Attorney/Firm: with principal office at (hereinafter "Attorney").

RECITALS

WHEREAS, Client desires to engage Attorney to represent Client in the matter described as:

WHEREAS, Attorney is willing to represent Client on a contingency fee basis as set forth below, conditioned upon Attorney's evaluation and acceptance of the claim; and

WHEREAS, the parties intend to define their respective rights and obligations with respect to fees, costs, settlement authority, and allocation of proceeds.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. ENGAGEMENT AND SCOPE

1.1 Engagement. Client hereby retains Attorney, and Attorney accepts such engagement, to prosecute, defend, negotiate, and otherwise handle the matter described above on a contingency fee basis consistent with the terms of this Agreement. Attorney's representation does not include appeals or matters not directly related to the described claim except by written amendment.

1.2 Scope Limitations. Attorney will exercise professional judgment in conducting the representation. Attorney is not responsible for outcomes beyond the reasonable control of counsel, and shall not be obligated to advance the entirety of litigation risk or to pursue every possible theory of recovery.

2. CONTINGENCY FEE

2.1 Fee Percentage. Client agrees to pay Attorney a contingent fee equal to percent of the Gross Recovery as defined below. Gross Recovery means the total consideration recovered by settlement, judgment, or award before deduction of costs, expenses or liens.

2.2 Alternative Fee Events. If the matter is resolved prior to litigation or by dismissal not attributable to Attorney's fault, the fee percentage shall remain as stated unless otherwise agreed in writing. If the parties agree to a different fee structure for particular phases (e.g., appeals), such agreement must be in writing.

3. COSTS AND EXPENSES

3.1 Responsibility for Costs. Client shall be responsible for all out-of-pocket litigation costs and expenses incurred in connection with the representation, including but not limited to filing fees, expert fees, deposition and transcript costs, courier and travel expenses, investigation costs, and mediation fees ("Costs"). Attorney may advance Costs on Client's behalf, which shall be reimbursed from the Gross Recovery as provided in Section 4.

3.2 Advance of Costs. Attorney will indicate whether Attorney will advance Costs by selecting below: Attorney will advance Costs Client will pay Costs as incurred

4. DISTRIBUTION OF RECOVERY

4.1 Order of Distribution. From the Gross Recovery, the following distribution will be made in the order set forth: (a) payment of reasonable and documented Costs advanced by Attorney or otherwise chargeable to Client; (b) payment of statutory liens, prior valid encumbrances, and amounts required to be paid to third parties by operation of law; (c) payment of Attorney's contingency fee under Section 2; and (d) payment of the remainder to Client.

4.2 Accounting. Attorney shall provide Client with a reasonably detailed written accounting of all Costs, fees, and disbursements from the recovery within thirty (30) days after disbursement.

5. SETTLEMENT AUTHORITY

5.1 Client Consent Required. Attorney will consult with Client and obtain Client's informed consent prior to accepting any settlement, compromise, or discontinuance that materially affects Client's rights or that establishes liability or requires waiver of claims. Client acknowledges that Attorney may make a settlement recommendation but will not settle without Client's approval except as otherwise provided by law.

5.2 Insured Defendants. If a claim involves an insurer and the insurer offers to settle within policy limits, Attorney shall promptly notify Client and seek instructions. Client's decision to accept or reject such an offer shall be controlling.

6. LIENS, SUBROGATION, AND THIRD-PARTY CLAIMS

6.1 Notice of Liens. Client shall notify Attorney of any known lien, assignment, or claim by a third party that may attach to the recovery. Attorney may but is not required to contest such liens at Client's expense or by reducing Attorney's fee as agreed in writing.

6.2 Subrogation. Attorney shall cooperate with any valid statutory or contractual subrogation claims and shall take reasonable steps to protect Client's net recovery from improper subrogation deductions.

7. TERMINATION

7.1 Termination by Client. Client may terminate Attorney's services at any time upon written notice. If terminated, Client remains responsible for Costs incurred and for a reasonable fee for Attorney's services rendered to the date of termination; such fee shall be computed on a quantum meruit basis if parties cannot agree, subject to any applicable statutory or ethical limitations.

7.2 Termination by Attorney. Attorney may withdraw from representation as permitted by law, including where Client fails to cooperate or makes it unreasonably difficult for Attorney to carry out the representation. In such event Attorney shall take reasonable steps to protect Client's interests.

8. CONFLICTS AND REPRESENTATIONS

8.1 Conflicts. Client represents that Client has disclosed all material facts known to Client that could create a conflict of interest. Attorney represents that, to Attorney's knowledge at the time of execution, no conflict exists that would prevent the undertaking of this representation. Should a conflict arise, Attorney will disclose it and take appropriate action consistent with professional obligations.

9. CONFIDENTIALITY

9.1 Client Confidential Information. Attorney will maintain confidentiality of Client information as required by applicable professional ethical rules, except as necessary to carry out the representation or as required by law.

10. NOTICES

All formal notices shall be in writing and shall be delivered to the addresses provided below or to such other address as either party designates in writing. Notices shall be effective upon personal delivery, confirmed facsimile or electronic transmission, or three (3) days after deposit in the United States mail, postage prepaid.

11. AMENDMENTS AND WAIVER

11.1 Amendments. This Agreement may be amended or modified only by a written instrument signed by both parties.

11.2 Waiver. No waiver of any provision or breach of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. A waiver of any breach shall not constitute a waiver of any subsequent breach.

12. 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. Signatures delivered by electronic transmission shall be binding.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its choice-of-law principles.

14. 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 discussions, whether oral or written.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect to the extent consistent with the parties' intent.

16. FEE DISPUTES

16.1 Resolution. Any dispute regarding Attorney's fees or Costs shall be resolved first by good faith negotiation between the parties. If the dispute cannot be resolved, the dispute shall be submitted to binding arbitration or to any statutory fee dispute resolution procedure available under state law, at the election of the party entitled to elect the forum.

17. CLIENT ACKNOWLEDGMENTS

Client acknowledges that Client has read this Agreement, that Attorney has explained the nature and effect of the contingency fee arrangement, that Client has had an opportunity to ask questions and seek independent advice, and that Client understands and accepts the terms and obligations contained herein.

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