Legal Counsel Substitution

Legal Counsel Substitution

This Substitution of Counsel is made effective as of by and between Client Name: and New Counsel: . This substitution pertains to the matter styled pending before under Case No. .

RECITALS

WHEREAS, Prior Counsel: has heretofore represented the Client in the above-captioned matter and has appeared of record on behalf of the Client; and

WHEREAS, the Client has retained and desires to be represented by New Counsel, and requests that New Counsel be substituted in place of Prior Counsel as counsel of record in the above-captioned matter; and

WHEREAS, the parties desire to set forth their respective authorizations, acknowledgments, and procedures for effecting such substitution and for the transfer of client files and related materials consistent with professional and ethical obligations.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SUBSTITUTION; AUTHORITY

Client hereby substitutes New Counsel as attorney of record for all purposes in the above-captioned matter. New Counsel is authorized to take all steps necessary to appear in the matter, to sign and file a substitution of counsel with the court, to receive and review pleadings and notices, and to otherwise act on behalf of the Client in all proceedings related to the matter.

2. PRIOR COUNSEL WITHDRAWAL

Prior Counsel is authorized, and to the extent necessary shall, withdraw from further representation of the Client in the above-captioned matter. Prior Counsel shall take such actions as are required by the rules of professional conduct and the court to effectuate withdrawal, including but not limited to filing any necessary notices or motions and delivering to the Client or New Counsel the client file and such papers and property as the Client is entitled to receive.

3. TRANSFER OF FILES, RECORDS AND FUNDS

Client authorizes Prior Counsel to deliver and transfer to New Counsel all original and copies of client files, pleadings, exhibits, electronic files, and other materials reasonably necessary for the continued representation in the matter. Transfer of any client funds or trust account balances shall be made only in accordance with applicable trust accounting rules and any written instructions provided by the Client. Unless otherwise agreed in writing, outstanding fees and costs owed to Prior Counsel remain the Client's obligation.

4. SCOPE OF REPRESENTATION

New Counsel's representation shall be limited to the matters and time periods agreed with the Client; New Counsel has not assumed responsibility for any malpractice, fee dispute, or other liabilities arising from Prior Counsel's services. New Counsel shall advise the Client of any matters requiring immediate attention and shall comply with the Client's reasonable instructions.

5. CLIENT ACKNOWLEDGMENT

The Client acknowledges that the Client has had the opportunity to consult with New Counsel and that the Client authorizes this substitution freely and voluntarily. The Client acknowledges responsibility for payment of any fees, costs, or liens properly incurred by Prior Counsel prior to the effective date of substitution and understands any outstanding fee disputes shall be addressed through agreement, arbitration, or other procedures consistent with applicable professional obligations.

6. CONFIDENTIALITY AND PRIVILEGE

The transfer of files and communications pursuant to this Agreement shall not constitute a waiver of attorney-client privilege or work-product protection. Prior Counsel may disclose privileged information to New Counsel only to the extent authorized by the Client or required by applicable ethical rules.

7. FILING AND SERVICE

The parties agree to cooperate in the prompt preparation and filing of any substitution or withdrawal documents required by the court and to serve copies on all parties or counsel of record as required. Signatures on this instrument may be submitted to the court as evidence of the parties' agreement to substitute counsel.

8. NOTICES

9. FEES, COSTS, AND LIENS

The substitution of counsel does not extinguish any attorney's charging lien, retaining lien, or other lawful claim of Prior Counsel for fees and costs incurred prior to substitution. The Client authorizes Prior Counsel to assert or preserve such liens and acknowledges that New Counsel is not obligated to satisfy Prior Counsel's charges unless agreed in writing by the Client and New Counsel.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the underlying matter is pending, without regard to conflict of law principles.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire understanding between the parties with respect to the substitution of counsel and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by the parties. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

AUTHORIZATION

By signing below, the undersigned Client and New Counsel acknowledge that they have read and understand this Substitution of Counsel, consent to the substitution, and warrant that they are authorized to execute this instrument.

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