Legal Hourly Fee Agreement

LEGAL HOURLY FEE AGREEMENT

This Legal Hourly Fee Agreement (the "Agreement") is entered into as of by and between Client Name: , with principal address: (hereinafter "Client"), and Law Firm Name: , with principal address: (hereinafter "Firm").

RECITALS

WHEREAS, Client desires to engage Firm to provide legal services as described herein and Firm is willing to provide such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend that Firm be compensated primarily on an hourly basis for time expended and reimbursed for reasonable out-of-pocket expenses incurred on Client's behalf;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of legal services and payment for those services.

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

1. ENGAGEMENT AND SCOPE

1.1 Engagement. Client hereby retains Firm, and Firm accepts such engagement, to provide legal services in connection with the matter described as:

1.2 Exclusions. Unless expressly agreed in writing, Firm is not retained to undertake unrelated matters, nor to provide business, tax, or accounting advice except as expressly stated in this Agreement.

2. ATTORNEY RATES AND BILLING

2.1 Hourly Rates. Client agrees to pay the Firm for time expended by attorneys and staff at the hourly rates shown below (hourly rates are subject to periodic adjustment by Firm upon written notice):

Partner rate:

Associate rate:

Paralegal rate:

2.2 Billing Increments. Time is billed in increments of hour(s) and is rounded to the nearest increment.

3. RETAINER AND TRUST FUNDS

3.1 Initial Retainer. Client shall pay an initial retainer in the amount of to be deposited into Firm's client trust account. The retainer will be applied to fees and expenses as billed.

3.2 Replenishment. Client shall replenish the retainer upon request if the balance in the trust account is insufficient to cover anticipated fees and expenses.

4. EXPENSES

Client shall reimburse Firm for reasonable out-of-pocket expenses incurred in the representation, including but not limited to court fees, filing fees, courier and delivery charges, deposition and transcript costs, expert fees, travel, lodging and meals, and process service. Expense estimates may be provided on request.

5. INVOICING AND PAYMENT

5.1 Invoices. Firm will render periodic invoices, normally on a monthly basis, for fees and expenses incurred. Each invoice will set forth timekeeper, hours expended, description of services, and expenses incurred.

5.2 Payment Terms. Invoices are due and payable within days from the invoice date. Unpaid amounts shall accrue interest at or the maximum rate permitted by law, whichever is lower.

5.3 Collection. Client shall be responsible for all collection costs and reasonable attorneys’ fees incurred by Firm to collect overdue amounts.

6. CONFLICTS OF INTEREST

Firm has conducted a conflicts check based on information provided by Client. Client represents that it has disclosed all relevant facts necessary for Firm to evaluate potential conflicts. If a conflict is discovered that cannot be waived, Firm may withdraw from representation consistent with applicable rules of professional conduct.

7. TERMINATION

7.1 Termination by Client. Client may terminate Firm's services at any time upon written notice. Upon termination, Client shall remain responsible for fees and expenses incurred through the effective date of termination, and for any fees associated with an orderly transition of the matter.

7.2 Termination by Firm. Firm may withdraw for good cause, including but not limited to nonpayment, a conflict of interest, or other circumstances that make continued representation impracticable, subject to applicable ethical obligations.

8. CONFIDENTIALITY AND PRIVILEGE

Firm shall maintain the confidentiality of all information obtained in the course of representation and asserts or waives any applicable attorney-client privilege or work-product protection only as authorized by Client or as required by law.

9. FILES, RECORDS, AND OWNERSHIP

Firm's physical and electronic file relating to the matter, including attorney work product, is the property of Firm. Client is entitled to receive original client documents and a copy of the file upon request and payment of outstanding fees and reasonable copying charges. Firm may retain copies or originals as required by law or Firm policy.

10. DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve any billing disputes within thirty (30) days of notice. To the extent permitted by applicable rules, unresolved fee disputes may be submitted to a court of competent jurisdiction or to binding arbitration if both parties so elect. Arbitration selected: Agree to binding arbitration

11. NOTICES

Notices to Client:

Notices to Firm:

All notices shall be in writing and shall be deemed given upon personal delivery, confirmed courier delivery, or three business days after deposit in the United States mail, postage prepaid, addressed to the party at its address set forth above or such other address as a party may designate by written notice.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. 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.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

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

14. MISCELLANEOUS

14.1 Assignment. Client shall not assign its rights or delegate its obligations under this Agreement without the prior written consent of Firm. Firm may assign its rights and obligations to a successor firm in connection with a merger, sale, or other reorganization.

14.2 Independent Judgment. Client acknowledges that Firm has made no guarantees regarding the outcome of the matter and that Firm's statements regarding likely results are expressions of professional opinion only.

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