Legal Engagement Conditions Agreement

LEGAL ENGAGEMENT CONDITIONS AGREEMENT

This Legal Engagement Conditions Agreement (the Agreement) is made effective as of Effective Date: by and between Client Name: whose address is and Counsel Firm Name: whose principal place of business is .

RECITALS

WHEREAS, Client desires to retain Counsel to provide legal services under the terms and conditions set forth herein; and

WHEREAS, Counsel represents that it is duly qualified and willing to render such professional services and has no known conflict of interest that would prevent representation, except as set forth in the disclosures attached or provided to Client on ; and

WHEREAS, the parties desire to set forth their respective rights and obligations in writing.

NOW, THEREFORE

In consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF ENGAGEMENT

1.1 Engagement. Counsel is retained to provide legal services to Client in connection with:

1.2 Exclusions. Counsel will not undertake services not expressly described in Section 1.1 unless the parties agree in writing. Specific exclusions, if any, are:

2. TERM

2.1 Effective Date and Term. This Agreement commences on the Effective Date specified above and continues until completion of the services described in Section 1 or earlier termination pursuant to Section 9.

3. FEES, BILLING AND PAYMENTS

3.1 Fees. Client agrees to pay Counsel at the following rates: Standard hourly rate for lead counsel: per hour; associate/paralegal rates and other rates as separately itemized on invoices.

3.2 Retainer. Client shall pay an initial retainer in the amount of to be deposited in Counsel's trust account and applied to fees and costs as billed. Any unused retainer will be returned following final accounting.

3.3 Billing Cycle and Payment. Counsel will render invoices on a basis. Invoices are due within days of receipt. Overdue balances may bear interest at the lesser of 1.5% per month or the maximum permitted by applicable law.

3.4 Costs and Disbursements. Client shall reimburse Counsel for reasonable out-of-pocket expenses (e.g., filing fees, courier, depositions, expert fees). Counsel may require advance payment for significant third-party costs.

4. TRUST ACCOUNT AND RETAINER HANDLING

Retainer funds will be held in Counsel's client trust account in accordance with professional responsibility rules. Counsel will withdraw funds from the trust account to pay billed fees and expenses as invoiced. Client may be required to replenish the retainer if the balance falls below an agreed minimum.

5. CONFLICTS, DISCLOSURES AND CLIENT MATERIALS

5.1 Conflicts. Counsel has performed a conflicts check. To the extent disclosed to Client prior to the Effective Date, those matters are acceptable to Client. Client must promptly disclose all material facts known to Client that may affect Counsel's representation.

5.2 Client Materials. All documents and information provided by Client remain Client property, subject to Counsel's lien rights for unpaid fees to the extent permitted by law.

6. CONFIDENTIALITY AND ATTORNEY-CLIENT PRIVILEGE

6.1 Confidentiality. Counsel will maintain the confidentiality of Client communications and will assert the attorney-client privilege where appropriate. Exceptions include situations where disclosure is required by law or where Client gives informed consent to disclosure.

6.2 Use of Work Product. Counsel retains copyright and ownership of legal research, draft pleadings and memoranda, subject to Client's license to use such work product for the purpose for which it was prepared.

7. LIMITATION OF LIABILITY

Counsel's liability for professional negligence, breach of contract, or otherwise arising from this engagement shall not exceed the greater of the total fees paid by Client under this Agreement during the twelve-month period preceding the event giving rise to liability or the minimum amount required by law; provided, however, nothing in this clause is intended to limit liability that cannot be limited by law.

8. FILES AND RECORDS

Upon termination and after final accounting, Counsel will retain the file for a period of unless Client requests transfer or delivery of original documents earlier. Counsel may dispose of electronic and physical copies consistent with professional obligations.

9. TERMINATION

Either party may terminate this Agreement upon written notice to the other. Upon termination Client remains responsible for all fees and expenses incurred through the effective date of termination and for reasonable wind-down costs.

10. NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and addressed as follows:

11. AMENDMENTS, WAIVER, AND COUNTERPARTS

11.1 Amendments. This Agreement may be amended only by a written instrument signed by both parties.

11.2 Waiver. No waiver of any breach or default shall constitute a waiver of any other right hereunder unless in writing and signed by the waiving party.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

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

12.3 Entire Agreement. This Agreement, together with any engagement letters or disclosures executed concurrently, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

13. MISCELLANEOUS

13.1 No Guarantee. Client acknowledges that Counsel has made no promises or guarantees regarding the outcome of any matter.

13.2 Independent Judgment. Client retains ultimate authority to make decisions in the matter and will cooperate with Counsel. Failure to cooperate may constitute grounds for termination.

13.3 Acknowledgment. By executing this Agreement, Client acknowledges receipt of and agrees to these terms, including the billing practices and retainer provisions.

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