Legal Engagement Removal Agreement

Legal Engagement Removal Agreement

This Legal Engagement Removal Agreement (the Agreement) is made as of Effective Date: by and between Client Name: (Client), and Legal Firm Name: (Firm). Each of Client and Firm are sometimes referred to herein as a Party and collectively as the Parties.

RECITALS

WHEREAS, Client engaged Firm to provide legal services relating to: (the Engagement); and

WHEREAS, Client has elected to terminate or remove the Firm from performing further work on the Engagement and the Parties desire to set forth the rights, obligations and procedures relating to the removal of Firm as counsel of record and the transition of files, fees and privileged materials; and

WHEREAS, the Parties intend by this Agreement to establish an orderly transfer of responsibility and to address fees, files, privilege and related matters without prejudice to any rights that arise prior to the Effective Date.

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

1. Removal of Engagement

1.1 Termination. Effective as of Removal Effective Date: , Client hereby terminates the Engagement and removes Firm from further representation in the matters described in engagement_scope. The termination is without prejudice to Firm's right to payment for services rendered and costs incurred prior to such date.

1.2 Scope. The removal applies to the following docket(s), matter reference(s), and subject areas:

2. Transfer of Files and Property

2.1 Delivery. Within Transfer Days: calendar days of the Removal Effective Date, Firm shall deliver to Client or Client's designated successor counsel the client file, originals in Firm's possession that belong to Client, and non-privileged documents related to the Engagement ("Client Files").

2.2 Format and Retention. Firm shall, at Client's request, provide a complete electronic copy of Client Files reasonably available to Firm. Firm may retain one archival copy of Client Files for Firm's records and for the purpose of defending claims against Firm, subject to applicable rules of professional conduct.

2.3 Privileged Materials. Firm shall not disclose communications protected by the attorney-client privilege or work product doctrine except as required by law or as authorized in writing by Client. To the extent Client authorizes delivery of privileged documents to successor counsel, Client grants Firm permission to transfer such documents to successor counsel identified below.

3. Fees, Costs and Final Accounting

3.1 Final Invoice. Firm will prepare a final invoice describing all fees and costs incurred through the Removal Effective Date and deliver the final invoice to Client within Invoice Days: days of that date.

3.2 Payment. Client shall pay the undisputed portion of the final invoice within Payment Days: days of receipt. Any disputed amounts shall be resolved in accordance with Section 6 (Dispute Resolution) if applicable or by negotiation between the Parties.

3.3 Lien Rights. Client acknowledges that Firm may assert a charging lien, retaining lien or other statutory lien or claim against Client Files or proceeds to secure payment for lawful fees and costs, consistent with applicable law, unless the Parties agree otherwise in writing.

4. Privilege, Confidentiality and Consent

4.1 Assertion of Privilege. Firm shall take reasonable steps to preserve the attorney-client privilege and work product protection. Client acknowledges that Firm may retain privileged communications as necessary to defend against malpractice, fee or other claims.

4.2 Client Consent. If Client requests Firm to transfer privileged materials to successor counsel, Client represents that Client has the authority to consent to such transfer and hereby authorizes Firm to provide such materials to the successor counsel identified in this Agreement.

5. Cooperation and Transition Assistance

5.1 Cooperation. Firm agrees to cooperate reasonably with Client and successor counsel to effect an orderly transition, including providing file descriptions, calendaring information, and reasonable instructions regarding pending matters.

5.2 Cost Reimbursement. Client shall reimburse Firm for reasonable out-of-pocket expenses reasonably incurred in connection with preparing and transferring Client Files, provided Firm substantiates such expenses.

6. Release; Indemnity; Dispute Resolution

6.1 Mutual Release. Except for obligations expressly set forth in this Agreement, each Party releases the other from claims arising solely from events occurring prior to the Removal Effective Date, provided that nothing in this Section shall release claims based on fraud, willful misconduct, or obligations to pay fees for services rendered.

6.2 Indemnity. Each Party shall indemnify and hold the other harmless from and against any losses, liabilities or expenses arising from that Party's breach of this Agreement or from that Party's own negligent or willful acts or omissions relating to the Engagement after the Removal Effective Date.

6.3 Dispute Resolution. The Parties agree to attempt in good faith to resolve any dispute arising under this Agreement by negotiation. If negotiation fails, the Parties may pursue mediation prior to seeking judicial relief, unless otherwise agreed in writing.

7. Notices

All notices required or permitted by this Agreement shall be in writing and delivered to the addresses set forth below by hand, registered mail, courier, or overnight delivery, and shall be effective upon receipt.

8. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the Governing State: , without regard to choice-of-law principles. The Parties submit to the exclusive jurisdiction of the courts located in the selected jurisdiction for resolution of disputes.

9. Entire Agreement; Amendments; Severability; Waiver

9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the removal of the Firm from the Engagement and supersedes all prior agreements, understandings and communications, whether written or oral, relating thereto.

9.2 Amendments. This Agreement may be amended only by a written instrument signed by both Parties.

9.3 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability shall not affect any other provision, and the Parties shall endeavor to replace the invalid provision with a valid provision that most closely approximates the Parties' intent.

9.4 Waiver. No waiver of any breach or default hereunder shall be effective unless in writing and signed by the Party waiving such breach. The failure to enforce any provision shall not constitute a waiver of any subsequent breach.

10. Counterparts; Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall have the same force and effect as original signatures.

11. Miscellaneous

11.1 Survival. Provisions of this Agreement that by their nature should survive termination or removal shall survive, including obligations relating to payment, privilege, confidentiality, and indemnity.

11.2 Enforcement. The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

Acknowledgements

Each Party represents and warrants that it has full authority to enter into this Agreement, that it has read and understands this Agreement, and that entry into this Agreement does not violate any other agreement to which the Party is subject.

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