Legal Declination Form

LEGAL DECLINATION FORM

This Legal Declination Form (the "Form") is made and entered into as of (the Effective Date), by and between Declining Party Name: (Declining Party), an entity of type Individual Corporation LLC Partnership, with principal address: and Requesting Party Name: (Requesting Party), with principal address: .

RECITALS

WHEREAS, the Requesting Party requested legal services, advice, or representation from the Declining Party in connection with the matter described as:

WHEREAS, the Declining Party has conducted an evaluation of the requested engagement and has determined, for reasons set forth herein, that it will decline to undertake, continue, or accept the requested engagement either in whole or in part; and

WHEREAS, the parties desire to set forth the terms and legal consequences of that declination in writing to avoid uncertainty and to allocate responsibilities following the Declining Party's decision.

NOW, THEREFORE

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

1. DECLINATION

1.1 Scope of Declination. The Declining Party hereby expressly declines to provide the following services or to take the following actions (select all that apply and describe as necessary):

Decline to represent the Requesting Party in litigation, arbitration, administrative proceedings, or negotiations;
Decline to provide legal advice regarding the matter;
Decline to evaluate or negotiate any settlement or settlement offers on behalf of the Requesting Party;
Other (specify):

1.2 Reason for Declination. The Declining Party's declination is based on the following good-faith reason(s): professional conflict, lack of capacity, lack of merit, client instructions, or other professional judgment. Additional explanation:

2. EFFECT OF DECLINATION

2.1 No Admission; No Waiver. The Declining Party's decision to decline shall not constitute an admission of any fact, fault, liability, or wrongdoing by any party. Except as expressly provided in this Form, nothing in this Form shall operate as a waiver or release of any legal rights or claims of the Requesting Party unless the parties execute a separate written release.

2.2 Preservation of Rights. The Requesting Party acknowledges that the Requesting Party remains responsible for pursuing or defending any claims or matters and that the declination by the Declining Party does not extend statutory or procedural deadlines unless otherwise agreed in writing.

3. TRANSITION AND COOPERATION

3.1 Transfer of Files. If requested in writing by the Requesting Party, the Declining Party shall, subject to any applicable ethical rules or legal restrictions, deliver or make available copies of client files, subject to reasonable copying fees, within a commercially reasonable time. The Declining Party may retain a copy of any file for its records.

3.2 Limited Cooperation. The Declining Party agrees to provide reasonable cooperation to facilitate an orderly transition to new counsel or to the Requesting Party directly, limited to those actions identified in writing and subject to protection of privileged information.

4. CONFIDENTIALITY AND PRIVILEGE

4.1 Preservation of Privilege. To the extent applicable, communications and documents provided to the Declining Party in connection with the matter shall remain subject to attorney-client privilege and work-product protection, unless the Requesting Party directs otherwise in writing.

4.2 Confidential Treatment. The parties agree that the fact of the declination and the reasons disclosed in this Form are confidential and shall not be disclosed to third parties except as required by law or as necessary to effectuate the transition, unless the parties indicate otherwise below:

Confidential — do not disclose declination details to third parties;   Not confidential — parties may disclose.

5. INDEMNIFICATION AND LIMITATION OF LIABILITY

5.1 Indemnity. The Requesting Party agrees to indemnify, defend, and hold harmless the Declining Party from and against any liabilities, claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from the Requesting Party's failure to secure alternate counsel or from any actions taken by the Requesting Party following the declination, except to the extent caused by the Declining Party's gross negligence or willful misconduct.

5.2 Limitation of Liability. Except for liability arising from gross negligence or willful misconduct, the Declining Party's liability for any claim relating to this Form or the declination shall be limited to direct damages capped at:

6. NOTICES

All notices required or permitted under this Form shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below (or to such other address as a party may specify in writing).

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Form, that the person signing on its behalf is duly authorized, and that the execution and delivery of this Form will not violate any agreement or obligation to which such party is bound.

8. GOVERNING LAW; VENUE

This Form shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction to resolve any dispute arising out of or relating to this Form, subject to any mandatory venue rules.

9. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS

9.1 Entire Agreement. This Form constitutes the entire agreement between the parties concerning the declination and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof.

9.2 Severability. If any provision of this Form is held invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

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

10. WAIVER; COUNTERPARTS

The waiver by either party of any breach or default shall not operate as a waiver of any subsequent breach. This Form 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 transmitted by facsimile or electronic image shall be deemed originals for all purposes.

ACKNOWLEDGMENTS

The Requesting Party acknowledges that the Requesting Party has been informed of the Declining Party's decision and that the Requesting Party has had the opportunity to ask questions and seek independent advice prior to signing. The Declining Party acknowledges that the decision to decline has been made in accordance with professional obligations and applicable rules of conduct.

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