Legal Directions Form

LEGAL DIRECTIONS FORM

This Legal Directions Form ("Directions") is made effective as of by and between Client Name: and Agent Name: (collectively, the "Parties").

RECITALS

WHEREAS, Client has retained or intends to retain Agent to act in connection with the matter described as: , Matter No.: ;

WHEREAS, Client desires to provide written directions and limitations to Agent regarding authority to act and specific instructions governing the prosecution, defense, settlement, administration, or other handling of the Matter;

WHEREAS, Agent is willing to accept such directions subject to the terms set forth in this Directions.

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

1. DEFINITIONS

1.1 "Directions" means these written instructions and any attachments executed by Client and accepted by Agent. 1.2 "Matter" means the legal matter identified above and reasonably related proceedings. 1.3 "Confidential Information" means information protected by attorney-client privilege or other confidentiality obligations that is exchanged in furtherance of the Matter.

2. SCOPE OF AUTHORITY

2.1 Client hereby authorizes Agent to take the actions checked below in furtherance of the Matter. Absent a checked box or a contrary written direction, Agent shall not exercise authority for that action:

Negotiate and enter into settlement agreements consistent with written settlement parameters provided by Client.

File pleadings, motions, notices, and other documents necessary to commence, continue, or defend litigation.

Retain experts, consultants, or investigators as reasonably required, subject to prior notice to Client when practicable.

Execute agreements, releases, or stipulations on Client's behalf when such execution is expressly authorized in writing.

Collect, receive, disburse, or otherwise manage funds related to the Matter, subject to separate trustee or escrow arrangements as required by law.

3. AUTHORITY AND LIMITATIONS

3.1 Agent shall exercise authority in accordance with Client's written directions, applicable law, and professional obligations. Agent shall not undertake any of the following without the Client's prior written consent: (a) settle for an amount exceeding ; (b) incur expert or consultant fees in excess of per expert; or (c) dismiss or abandon claims that Client designates as essential.

4. CONFIDENTIALITY AND PRIVILEGE

4.1 All communications between Client and Agent in connection with the Matter shall remain subject to attorney-client privilege and confidentiality to the fullest extent permitted by law. Agent will not waive privilege or disclose Confidential Information except as compelled by law or with Client's prior written consent.

5. RECORDKEEPING; REPORTS

5.1 Agent shall maintain reasonably detailed records of material actions taken and funds received or disbursed in connection with the Matter and shall provide reports to Client at the following frequency: . Reports shall include a description of actions taken, expenditures, and proposed next steps.

6. FEES, COSTS AND RETAINER

6.1 Client agrees to pay Agent's fees and costs in accordance with the following billing arrangement: . Hourly rate (if applicable): . Retainer amount (if any): .

6.2 Client acknowledges that Agent may require an initial retainer and that Agent's ability to act may be conditioned upon receipt of such funds.

7. CONFLICTS OF INTEREST

7.1 Agent shall promptly notify Client of any actual or potential conflict of interest that arises. Client's consent to representation in the presence of a disclosed conflict, if any, shall be recorded by written acknowledgment: Client hereby consents to representation despite a disclosed conflict.

8. NOTICES

Notices under this Directions shall be given in writing to the addresses below and shall be effective upon delivery by hand, by courier, or three (3) business days after deposit with first-class mail:

9. AMENDMENT; WAIVER; SEVERABILITY

9.1 This Directions may be amended only by a written instrument signed by both Parties. 9.2 No waiver of any breach of this Directions shall constitute a waiver of any other breach. 9.3 If any provision of this Directions is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10. COUNTERPARTS; ENTIRE AGREEMENT; GOVERNING LAW

10.1 This Directions may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument. 10.2 This Directions constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral and written agreements. 10.3 This Directions shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles.

11. REPRESENTATIONS AND CERTIFICATIONS

11.1 Client represents that Client has the full right, power and authority to give the Directions set forth herein. Client certifies that the directions are not given for any unlawful purpose. Agent represents that it is duly authorized to provide legal services and will comply with applicable professional rules.

11.2 Client acknowledges that Client may revoke or modify these Directions only by providing written notice to Agent and subject to Agent's ethical obligations and any actions already taken in reliance on these Directions.

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