Legal Issues Agreement

LEGAL ISSUES AGREEMENT

This Legal Issues Agreement (the Agreement) is made and entered into as of by and between Client Name: whose address is , and Legal Services Provider Name: whose address is .

RECITALS

WHEREAS, Client desires to retain Provider to analyze and advise on certain legal issues described below and Provider has represented that it has the competence, personnel and resources necessary to perform such services; and

WHEREAS, Client has disclosed to Provider factual background and documents concerning the matter(s) to be addressed, which are summarized as:

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions under which Provider will render legal advice, analysis and related services to Client.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the legal analysis, advisory consultations, drafting, review of documents and other legal tasks described in Section 2 to be provided by Provider to Client pursuant to this Agreement.

1.2 "Confidential Information" means non-public information disclosed by one party to the other in connection with the Services, including but not limited to documents, communications, financial data, litigation strategies, and other proprietary material, whether disclosed in writing, electronically or orally.

2. SCOPE OF SERVICES

Provider shall perform the Services described below. Provider shall exercise reasonable skill and care consistent with prevailing professional standards in the provision of those Services.

3. FEES, RETAINER AND EXPENSES

3.1 Fees. Client shall pay Provider at the hourly rate of per hour for attorney and professional time unless otherwise agreed in writing.

3.2 Retainer. Client shall pay a retainer in the amount of to be held in Provider's trust account and applied against fees and expenses in accordance with applicable professional rules.

3.3 Expenses. Client shall reimburse Provider for reasonable out-of-pocket expenses (filing fees, courier charges, travel, expert fees, etc.) incurred in connection with the Services, provided that expenses in excess of require Client's prior written approval.

4. CLIENT COOPERATION

Client shall provide Provider with timely access to all information, documents and personnel as reasonably necessary for Provider to perform the Services. Failure to cooperate or provide required materials may delay performance and entitle Provider to suspend Services until cooperation is provided.

5. CONFIDENTIALITY

Provider shall maintain the confidentiality of Confidential Information and shall not disclose such information to third parties except (a) as authorized by Client in writing, (b) as required by law, or (c) to third-party consultants retained to assist with the Services provided they are bound to maintain confidentiality. Provider may retain internal summaries, work product and billing records but shall not disclose Client-identifying Confidential Information without consent.

6. CONFLICTS OF INTEREST

Provider represents that, to the best of its knowledge after reasonable inquiry, no conflict of interest exists that would materially impair Provider's ability to render impartial legal advice to Client. If a material conflict arises, Provider will notify Client promptly and, if permitted by professional rules, will seek informed consent or will withdraw in accordance with applicable ethical obligations.

7. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until completion of the Services or earlier terminated as provided herein. Either party may terminate this Agreement upon days' written notice to the other party. Provider may also terminate immediately for nonpayment, material breach, or where continued representation would violate professional obligations.

8. RECORDS; FILES

All original documents that are provided by Client shall remain Client's property. Provider may retain copies of file materials and work product for recordkeeping and billing purposes. Upon termination, Provider shall deliver to Client the Client's property and a final invoice for fees and expenses.

9. LIMITATION OF LIABILITY

Provider's liability to Client for any claim arising out of or related to the Services shall in no event exceed the total amount of fees actually paid by Client to Provider under this Agreement in the three (3) months immediately preceding the event giving rise to liability. IN NO EVENT SHALL PROVIDER BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES.

10. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Provider and its partners, agents and employees from and against all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from Client's breach of this Agreement, from Client's intentional misconduct, or from Client's failure to disclose material facts related to the Services.

11. DISPUTE RESOLUTION

The parties agree to attempt in good faith to resolve disputes arising under this Agreement by confidential mediation. If mediation does not resolve the dispute within sixty (60) days of initiation, the dispute shall be finally resolved by binding arbitration administered in the city designated below, under the rules of the chosen arbitration forum. The arbitrator shall apply the law of the state specified in Section 12 and judgment upon the award rendered may be entered in any court of competent jurisdiction.

Arbitration Venue (City, State):

12. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. To the extent a dispute is not subject to arbitration, the courts located in the county and state specified above shall have exclusive jurisdiction.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, reputable overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

14. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. If any provision of this Agreement is determined to be invalid or unenforceable, such determination shall not affect the remaining provisions, which shall remain in full force and effect.

16. COUNTERPARTS

This Agreement 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. Signatures delivered by electronic means shall be effective as originals.

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