Legal Engagement Certificate

LEGAL ENGAGEMENT CERTIFICATE

This Legal Engagement Certificate (the Certificate) is entered into as of Effective Date: by and between Client Name: with Address: and Law Firm Name: with Address: .

Client Representative: — Firm Representative: — Firm Bar Number / Registration:

RECITALS

WHEREAS, Client desires to retain Firm to provide legal services described herein and to certify that certain facts and representations relating to the engagement; and

WHEREAS, Firm represents that it is duly authorized and licensed to practice law, that it has conducted reasonable conflicts and ethics inquiries, and that its acceptance of the engagement is conditioned on Client's representations and delivery of requested identification and corporate authority; and

WHEREAS, the parties desire to set forth in writing their mutual understanding concerning the scope of representation, fees, responsibilities and the certifications required of Client to satisfy Firm's professional and regulatory obligations.

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

1. ENGAGEMENT AND SCOPE

1.1 Engagement. Client hereby engages Firm to perform the legal services described in the Scope of Services and Firm accepts such engagement subject to the terms of this Certificate. The scope of services shall include:

1.2 Exclusions. Unless expressly included in the Scope of Services, Firm is not retained to perform tax advice, valuation services, accounting, or other services outside the practice of law. Any such services, if requested, shall require a further written agreement.

2. TERM

2.1 Effective Date and Duration. The engagement commences on the Effective Date above and continues until the completion of the Scope of Services or earlier termination in accordance with Section 8 of this Certificate.

3. FEES, RETAINER AND BILLING

3.1 Fees. Client agrees to pay Firm's customary fees for services rendered. Hourly billing rates or alternative fee arrangements will be as follows:

Standard Hourly Rate:

Retainer Amount:

3.2 Billing. Firm will render periodic invoices itemizing time, services performed and disbursements. Invoices are payable within the invoiced period described on the invoice. Overdue balances may bear interest at the maximum rate permitted by law.

4. FUNDS AND TRUST ACCOUNT

4.1 Trust Funds. If Firm requires an advance deposit or retainer to be held in trust pending the performance of services, such funds will be deposited to Firm's client trust account and handled in accordance with applicable professional rules. Retainer funds will be applied to fees and costs as earned and billed.

Trust Account Identifier (if applicable):

5. REPRESENTATIONS, WARRANTIES AND CONFLICTS

5.1 Client Representations. Client represents and warrants that it has full power and authority to enter into and perform this Certificate, that all information provided to Firm is true, complete and accurate, and that Client will promptly inform Firm of any material change to such information.

5.2 Conflicts. Client certifies to the best of its knowledge that there are no conflicts of interest that would preclude Firm from undertaking the representation other than those disclosed in writing to Firm. Client shall disclose any related parties, beneficial owners or affiliates relevant to the representation.

5.3 Compliance Documentation. Client agrees to furnish to Firm, upon request, corporate formation documents, board resolutions or other evidence of authority as may be reasonably required, together with identification documents necessary for anti-money laundering and client verification.

6. CONFIDENTIALITY

6.1 Confidential Information. Firm agrees to hold in confidence all non-public information provided by Client in the course of representation except to the extent disclosure is required by law, court order, professional obligations, or to defend or collect fees due to Firm. Client authorizes Firm to disclose confidential information to outside consultants and counsel only as reasonably necessary and subject to confidentiality protections.

7. RECORDS, RETENTION AND FILES

7.1 Client Files. Firm will maintain files and records in connection with the engagement. Original documents furnished by Client may be returned upon request. Firm may destroy closed files in accordance with Firm retention policies after providing notice or upon Client request and arrangement for delivery.

8. TERMINATION

8.1 Termination. Either party may terminate the engagement at any time upon written notice to the other. In the event of termination, Client shall pay Firm for all services performed and costs incurred through the effective date of termination, and Firm shall deliver Client's files as set forth in Section 7.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification. Client agrees to indemnify and hold Firm harmless from liabilities, claims and expenses (including reasonable attorneys' fees) arising from Client's breach of this Certificate or Client's intentional misconduct or fraud.

9.2 Limitation of Liability. Except to the extent prohibited by applicable law, Firm's liability for any claim arising out of or related to this engagement shall be limited to direct damages not to exceed the amount of fees paid to Firm for the specific matter giving rise to the claim. Neither party shall be liable for consequential, incidental, punitive or exemplary damages.

10. NOTICES

10.1 Notices. All notices required or permitted under this Certificate shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other.

11. GOVERNING LAW; DISPUTE RESOLUTION

11.1 Governing Law. This Certificate shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

11.2 Dispute Resolution. The parties agree to negotiate in good faith to resolve any dispute arising out of or relating to this Certificate. If the dispute cannot be resolved by negotiation, the parties may seek resolution through mediation prior to initiating litigation.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 Entire Agreement. This Certificate, together with any attachments, engagement letters and statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

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

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendments and Waiver. This Certificate may be amended or waived only by a written instrument executed by both parties. The failure of either party to insist upon strict performance shall not constitute a waiver of any provision.

13.2 Counterparts and Electronic Signatures. This Certificate may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures provided by electronic means shall be effective and binding for all purposes.

14. CERTIFICATIONS

By signing below Client certifies that the information provided to Firm is true and complete, that Client has authority to retain Firm for the stated purpose, and that Client will provide promptly any documentation reasonably requested by Firm to satisfy regulatory, ethical, or identification requirements. Firm certifies that it is duly licensed to practice law and will perform the engagement in accordance with applicable professional standards.

Sign Now