Legal Initial Letter

Legal Initial Letter

This Legal Initial Letter (the "Letter") is entered into as of by and between Firm Name: with principal address: ("Firm"), and Client Name: with principal address: ("Client").

Recitals

WHEREAS, Client has requested that Firm provide legal services concerning (the "Matter");

WHEREAS, Firm has conducted an initial conflicts check and agrees, subject to final conflict clearance and the terms of this Letter, to undertake representation on the terms set forth below; and

WHEREAS, the parties desire to confirm their mutual understanding of the scope, fees and administrative terms that will govern Firm's representation of Client on the Matter.

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

1. Engagement and Scope

1.1 Engagement. Firm is engaged to provide legal services to Client solely with respect to the Matter described above. The engagement is limited to that Matter unless the parties execute a written amendment. Firm will not be required to represent Client in any other matter absent an express written agreement.

1.2 Scope Details. The initial tasks to be undertaken include:

2. Fees, Retainer and Billing

2.1 Basis of Fees. Client agrees to pay Firm in accordance with the fee arrangement selected below. The parties may elect an hourly rate, a flat fee, or a blended arrangement. If hourly billing applies, hourly rates for persons assigned to the Matter will be set forth in the engagement invoice and may be adjusted annually.

Hourly billing at agreed rates Flat fee Contingent fee (subject to separate written agreement)

2.2 Expenses. Client shall reimburse Firm for all reasonable out-of-pocket expenses incurred in connection with the Matter, including but not limited to filing fees, courier charges, deposition costs, travel, and third-party vendor fees. Unless otherwise agreed in writing, Firm may require that such expenses be paid on presentation of an invoice.

3. Client Responsibilities

3.1 Cooperation. Client will provide all information and documents reasonably requested by Firm, respond promptly to inquiries, and comply with Firm's requests to facilitate representation. Client acknowledges that failure to cooperate may result in withdrawal or termination of representation.

3.2 Authority. Client confirms that it has the authority to retain Firm for the Matter and to provide instructions, approvals and consents on behalf of the client entity or individual identified above.

4. Confidentiality and Privilege

4.1 Attorney-Client Privilege. Communications between Client and Firm will be treated as confidential and, to the extent applicable law affords protection, as privileged. Client acknowledges that in certain circumstances disclosure to third parties may waive privilege and that Firm will, if necessary, advise Client regarding strategies to protect privileged communications.

4.2 Use of Information. Firm may use Client information to the extent necessary to represent Client, for conflict checks, and for administrative purposes as permitted by law and applicable professional rules. Firm will not disclose substantive confidential information to third parties without Client's informed consent, except as required by law.

5. Conflicts of Interest

5.1 Existing Conflicts. Firm has completed an initial conflicts review based on information provided by Client. Subsequent conflicts may arise based on facts not presently known. If a conflict is identified that prevents Firm from representing Client, Firm will notify Client and may withdraw or decline to proceed.

5.2 Waiver and Consent. Where appropriate, Client may consent to Firm's representation despite a potential conflict, provided such consent is confirmed in writing after full disclosure of the relevant facts and potential adverse interests.

6. Records and Document Retention

Firm will maintain client files and records in accordance with its document retention policies. Original documents not belonging to Firm will be retained at Client's request; otherwise Firm may retain or dispose of files in accordance with professional obligations and Firm policy. If Client requires return of original documents, Client should make that request in writing.

7. Termination

Either party may terminate this engagement upon written notice. Client remains responsible for all fees and expenses incurred through the effective date of termination and for reasonable costs of transferring files or transitioning representation.

8. Notices

Any notice required or permitted under this Letter shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by written notice to the other.

9. Governing Law

This Letter shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to principles of conflicts of law.

10. Entire Agreement; Severability

This Letter, together with any exhibits or engagement schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Letter is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. Amendments; Waiver; Counterparts

This Letter may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12. Acceptance

By signing below, Client acknowledges that Client has read and understands the terms of this Letter and agrees to be bound thereby. Firm's acceptance of this engagement is conditioned upon completion of any outstanding conflict checks and receipt of any initial retainer required by Firm.

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