Legal Disengagement Letter

LEGAL DISENGAGEMENT LETTER

This Legal Disengagement Letter (the "Letter") is entered into as of Effective Date: by and between Client Name: (Client) and Law Firm Name: (Firm). The Client and the Firm are collectively referred to herein as the Parties.

RECITALS

WHEREAS, the Firm has been representing the Client in the matter identified as Matter Description: (the Matter) pursuant to an engagement agreement executed on Engagement Date: ;

WHEREAS, the Parties desire to set forth the terms on which the Firm will discontinue its representation of the Client as counsel of record in the Matter and to memorialize the obligations of the Parties with respect to the transition and final accounting;

WHEREAS, the Parties wish to confirm the disposition of the Client's file, outstanding fees and expenses, and any continuing limited responsibilities of the Firm following disengagement.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. TERMINATION AND SCOPE OF DISENGAGEMENT

1.1 Effective Date of Disengagement. The Firm's representation in the Matter shall cease and terminate effective as of Disengagement Effective Date: (Effective Date). From the Effective Date, the Firm shall no longer act as counsel of record for the Client except as expressly provided in this Letter.

1.2 Limited Transitional Duties. For a period not to exceed Transitional Period (days): after the Effective Date, the Firm shall undertake reasonable actions necessary to effect an orderly transition of the Matter, including preparing and providing a final statement of account, completing current filings for which the Firm is already engaged and arranging for withdrawal from appearances where required by court rule. Such transitional duties shall not include initiation of new pleadings, appeals, or substantive advocacy beyond those tasks specified herein.

2. FILES AND TRANSFER

2.1 Client Direction for Transfer. The Client directs the Firm to transfer the client file as follows (select one and provide details): Transfer to Successor Counsel Retain File for Client Pickup or Inspection

2.2 Original Documents. The Firm will return original non‑litigation documents upon request. Where the Firm retains originals in its possession, the Firm shall provide copies upon request and will make reasonable efforts to forward originals to the successor counsel upon receipt of written authorization and payment of any outstanding fees and costs.

3. OUTSTANDING FEES, COSTS AND LIEN

3.1 Final Accounting and Amount Due. The Firm will deliver to the Client a final invoice reflecting fees earned and costs advanced through the Effective Date. The anticipated Final Invoice Amount is: . Payment of the final invoice shall be due by Payment Due Date: .

3.2 Attorney's Lien. The Client acknowledges and agrees that under applicable law the Firm may assert and preserve a charging lien or retaining lien on the Client's file, documents and funds in the Firm's possession for unpaid fees and costs. The Firm shall not release portions of the file while amounts owed remain unpaid, except as otherwise agreed in writing.

4. CLIENT COOPERATION

4.1 Cooperation. The Client agrees to cooperate with the Firm and any successor counsel during the transition, including executing authorizations necessary for transfer of records and providing requested information within a reasonable time. Failure to cooperate may limit the Firm's ability to effectuate an orderly transfer.

5. CONFIDENTIALITY AND PRIVILEGE

5.1 Preservation of Privilege. The Firm shall take reasonable steps to preserve attorney-client privilege and confidentiality in the Client file. No waiver of privilege shall occur as a result of transfer of the file to successor counsel where such transfer is reasonably necessary to protect the Client's interests.

6. INDEMNITY AND LIMITATION OF LIABILITY

6.1 Indemnity. The Client agrees to indemnify and hold harmless the Firm and its partners, associates and employees from any claims, liabilities or losses arising from the Client's failure to comply with the terms of this Letter or from the acts or omissions of successor counsel after transfer of the file.

6.2 Limitation of Liability. Except for gross negligence or willful misconduct, the Firm's liability in connection with the disengagement shall be limited to direct damages, and in no event shall the Firm be liable for consequential, incidental or punitive damages.

7. FILE RETENTION; DESTRUCTION

7.1 Retention Period. The Firm will retain the Client file in accordance with its document retention policy for Retention Period (years): years from the Effective Date, after which the Firm may securely destroy the file unless the Client makes a written request for transfer or returns the file.

8. NOTICES

All notices required or permitted under this Letter shall be in writing and delivered to the Parties at the addresses set forth below (or to such other address as a Party may designate by written notice).

9. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the Jurisdiction: , without regard to its conflicts of law principles. Any dispute arising out of or relating to this Letter shall be brought in the courts located in said jurisdiction, and each Party irrevocably submits to the personal jurisdiction of such courts.

10. ENTIRE AGREEMENT; SEVERABILITY

This Letter constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. If any provision of this Letter is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.

11. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Letter shall be effective unless in writing and signed by both Parties. No waiver of any breach shall be deemed to be a waiver of any other breach. This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute a single instrument.

12. ACKNOWLEDGMENTS

The Client acknowledges that the Client has had the opportunity to consult with independent counsel regarding this Letter, that the Client has read and understands the terms herein, and that the Client accepts the terms and conditions of disengagement set forth above.

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