Legal Lawyer Document

LEGAL LAWYER DOCUMENT

This Engagement Agreement ("Agreement") is entered into as of by and between Client Name: , with primary address: and Attorney Name: , with business address: . Client and Attorney are sometimes individually referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client seeks legal representation and advice in connection with the matter described in Section 1 (the "Matter"); and

WHEREAS, Attorney is duly qualified and willing to provide legal services to Client subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their mutual agreements regarding scope, fees, duties, confidentiality, and other matters.

NOW THEREFORE

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

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client hereby engages Attorney to provide legal services reasonably necessary for the Matter described as:

1.2 Exclusions. Unless expressly set forth in Section 1.1, Attorney shall not be required to perform services outside the Matter without a written amendment signed by both Parties.

2. FEES, RETAINER AND BILLING

2.1 Fee Structure. Client shall pay Attorney pursuant to the fee arrangement selected below. The Parties acknowledge and agree that billing will be conducted in accordance with Attorney's customary practices and this Agreement.

Hourly rate at $ per hour

Flat fee of $

Contingent fee: Attorney is entitled to % of recovery, subject to a separate written contingent fee agreement.

2.2 Billing; Payment. Attorney will render periodic invoices describing services performed, fees charged and disbursements advanced. Client shall pay invoices in full within days of receipt. Late payments may bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3. COSTS AND EXPENSES

Client shall be responsible for all reasonable out‑of‑pocket expenses incurred by Attorney in connection with the Matter, including but not limited to court fees, filing fees, deposition costs, travel, courier and copying charges. Attorney may require payment of such expenses in advance.

4. TERM AND TERMINATION

4.1 Term. This Agreement commences on the Effective Date and continues until completion of the Matter or earlier termination as provided herein.

4.2 Termination. Either Party may terminate this Agreement upon written notice to the other. Upon termination, Client shall pay Attorney for all services rendered and costs incurred through the date of termination and for reasonable costs necessary to transition the Matter.

5. CONFIDENTIALITY

Attorney acknowledges that in the course of representation Attorney may receive confidential information. Attorney shall maintain in confidence all nonpublic information provided by Client and shall not disclose such information except as required by law, to prevent a reasonably certain death or substantial bodily harm, to comply with court orders, or to the extent necessary to carry out the representation.

6. CONFLICTS; COMPLIANCE

Attorney represents that to the best of Attorney's knowledge there are no conflicts that would preclude representation. If a conflict arises, Attorney will notify Client and take such steps as required by applicable professional rules.

7. CLIENT COOPERATION

Client agrees to cooperate fully with Attorney, to provide complete and accurate information, to be available for consultation, and to timely execute documents necessary for Attorney to perform the services.

8. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Attorney does not claim ownership of Client's preexisting intellectual property. Documents prepared by Attorney in connection with the Matter are delivered for Client's use; Attorney retains a reasonable copy for its files in accordance with professional obligations.

9. INDEMNIFICATION

Client shall indemnify and hold Attorney harmless from and against any losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from Client's breach of this Agreement or from claims based on Client's provision of false, misleading or incomplete information, except to the extent caused by Attorney's gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

Except for liabilities arising from breach of confidentiality or Attorney's gross negligence or willful misconduct, neither Party shall be liable for consequential, incidental, punitive or special damages. Attorney's aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid by Client to Attorney under this Agreement.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a Party may designate in writing. Notice shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in the mail, postage prepaid.

12. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any breach shall constitute a waiver of any subsequent breach.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically or by facsimile or in portable document format (PDF) shall be effective as originals.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its choice of law rules. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising out of this Agreement.

15. ENTIRE AGREEMENT

This Agreement, together with any engagement letter or fee addendum expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the engagement and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

16. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the original intent of the Parties to the fullest extent permitted by law.

17. MISCELLANEOUS

The Parties acknowledge that Attorney's representation does not include tax advice unless expressly stated in writing. Client is encouraged to seek independent tax or other specialized advice as needed.

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