Legal Counsel Document

LEGAL COUNSEL AGREEMENT

This Legal Counsel Agreement (the "Agreement") is entered into as of by and between Client Name: , Client Address: (hereinafter "Client"), and Counsel Name: , Firm Address: (hereinafter "Counsel").

RECITALS

WHEREAS, Client seeks legal advice, representation and related services in connection with the matters described in Section 1 (the "Matter"); and

WHEREAS, Counsel represents that Counsel is duly qualified, licensed and experienced to provide such legal services and desires to provide representation to Client on the terms and conditions set forth herein.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement of Counsel by Client.

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

1. SCOPE OF ENGAGEMENT

1.1 Engagement. Client hereby engages Counsel to provide legal services related to the following matter(s):

1.2 Exclusions. Services do not include tax advice, transactional work outside the described Matter, or appellate work unless expressly agreed in writing. Additional matters or expansions of scope will require a separate written statement of work or amendment.

2. COUNSEL RESPONSIBILITIES

Counsel will provide competent legal representation in accordance with applicable rules of professional conduct. Counsel will keep Client reasonably informed of significant developments and will consult with Client regarding major decisions. Counsel shall designate the attorneys and staff responsible for performance under this Agreement, and Client shall be informed of any material substitution.

3. CLIENT RESPONSIBILITIES

Client shall provide full and timely cooperation, including complete and accurate information, documents and access to personnel as reasonably required by Counsel. Client shall designate an individual authorized to make decisions on Client's behalf and to receive notices.

4. FEES, BILLING AND PAYMENT

4.1 Fee Structure. Client shall compensate Counsel as follows (check applicable):

Hourly rates: $ per hour for identified attorneys and staff.

Flat fee: $ for the services described in Section 1.

Contingency fee: % of recovery (contingency arrangements require a separate contingency addendum).

4.2 Billing and Payment Terms. Counsel will render invoices monthly or upon conclusion of a discrete phase. Invoices shall identify services rendered, timekeepers, hours, and disbursements. Client shall pay undisputed amounts within days of invoice receipt. Past due balances bear interest at the lesser of 1.5% per month or the maximum permitted by law.

4.3 Retainer. If a retainer is required, Client shall deliver a retainer in the amount of $ to be held in Counsel's client trust account and applied to fees and costs in accordance with applicable rules.

5. EXPENSES

Client shall reimburse Counsel for reasonable out-of-pocket expenses incurred in connection with the representation, including filing fees, courier and delivery charges, deposition costs, travel, expert fees, photocopying and long-distance communications. Counsel may require approval for any single expense exceeding $ .

6. CONFIDENTIALITY AND PRIVILEGE

All communications between Client and Counsel made for the purpose of seeking or providing legal advice are privileged and confidential to the fullest extent provided by law. Counsel will not disclose confidential information without Client's consent except as required by law or professional rules. The preservation of privilege requires Client not to disclose privileged communications to third parties without Counsel's concurrence.

7. CONFLICTS; REPRESENTATION OF OTHERS

Counsel has conducted a conflicts check based on the information provided by Client. If Counsel identifies a potential conflict that may materially affect representation, Counsel will notify Client and may withdraw or seek informed consent as required by ethical rules. Client warrants that Client has disclosed all material information known to Client that could reasonably give rise to conflicts.

8. TERMINATION

Either party may terminate this Agreement upon written notice to the other. Upon termination, Client shall remain responsible for all fees and expenses incurred through the date of termination, including reasonable fees for transfer of files and wind-up of matters. Termination shall not relieve Client's obligation to pay outstanding invoices.

Notice of termination shall be given at least days prior to the intended termination, except where immediate termination is permitted by applicable professional rules.

9. CLIENT FILES AND RECORDS

Upon termination or upon written request, Counsel will deliver to Client all original documents belonging to Client. Counsel may retain copies of correspondence, invoices and work product. Counsel may, in its discretion, destroy records after a reasonable retention period following written notice.

10. INDEMNIFICATION AND LIMITATION OF LIABILITY

Client agrees to indemnify and hold Counsel harmless from claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from Client's breach of this Agreement or Client's misrepresentations to Counsel. To the extent permitted by law, Counsel's liability for any act or omission arising out of this Agreement shall be limited to direct actual damages up to an amount equal to the fees paid to Counsel for the specific Matter; in no event shall Counsel be liable for consequential, incidental, special or punitive damages.

11. NOTICES

Notices shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice. Notices are effective upon personal delivery, confirmed delivery by overnight courier, or three (3) business days after deposit in the U.S. mail, first-class, postage prepaid.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the substantive laws of the state of without regard to conflict of laws principles. Venue for any dispute arising under this Agreement shall lie in the state and federal courts located within that state.

13. ENTIRE AGREEMENT; AMENDMENTS; SEVERABILITY; WAIVER; COUNTERPARTS

13.1 Entire Agreement. This Agreement, including any attachments or written engagement letters incorporated by reference, constitutes the entire agreement between the parties concerning the Matter and supersedes all prior agreements and understandings, whether written or oral.

13.2 Amendments. No modification or amendment shall be effective unless in writing and signed by both parties.

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

13.4 Waiver. The failure of either party to enforce any provision shall not constitute a waiver of that provision or of the right to enforce it subsequently.

13.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. ACKNOWLEDGMENTS

Client acknowledges that Client has had the opportunity to review this Agreement, to ask questions, and to seek independent counsel prior to execution. Counsel confirms that it represents Client solely as set forth herein and that no guarantee of outcome has been made.

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