Legal Limited Retainer Agreement

LEGAL LIMITED RETAINER AGREEMENT

This Limited Retainer Agreement ("Agreement") is made effective as of , by and between Attorney/Law Firm: , with principal address , and Client Name: , with address .

RECITALS

WHEREAS, Client desires to retain Firm to perform limited legal services as described in this Agreement and Firm is willing to provide those services on the terms set forth herein; and

WHEREAS, the parties intend by this Agreement to define the scope of representation, the fee arrangement, allocation of costs and the respective responsibilities of the parties with respect to the limited legal engagement; and

WHEREAS, the parties acknowledge that this Agreement is a limited retainer and does not establish an ongoing unlimited attorney-client relationship beyond the scope set forth below.

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

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client hereby retains Firm and Firm accepts engagement to perform only the specific legal services expressly described in Section 1.2 below. Firm will provide legal advice, representation and related services only for that limited purpose.

1.2 Scope of Services. Firm's scope of representation under this limited retainer is: Any services outside the expressly described scope require a separate written agreement.

2. LIMITED RETAINER; FEES

2.1 Retainer Amount. Client shall pay an initial limited retainer in the amount of as an advance against fees and costs. The retainer will be deposited in Firm's client trust account and applied to billed fees and expenses as incurred.

2.2 Hourly Rates. Firm's hourly rates for attorneys and staff assigned to this limited engagement are: Lead Attorney per hour; Associate per hour; Paralegal per hour.

2.3 Billing Against Retainer. Firm will bill against the retainer for fees and authorized expenses. Firm will provide periodic statements reflecting time, rates, services rendered and amounts deducted from the retainer. Client must replenish the retainer upon written request to maintain an adequate balance for ongoing services.

3. EXPENSES AND DISBURSEMENTS

Client shall reimburse Firm for reasonable and necessary expenses incurred in connection with the limited representation, including but not limited to filing fees, courier and messenger charges, deposition and expert fees, travel and administrative expenses. Expenses will be itemized on invoices and charged either against the retainer or separately billed.

4. CLIENT RESPONSIBILITIES

Client agrees to cooperate with Firm by providing all information, documents and access to persons necessary for Firm to perform the limited services. Client acknowledges that Firm may rely upon the accuracy and completeness of information provided by Client and that failure to cooperate may result in termination of representation.

5. BILLING, INVOICING AND PAYMENT

5.1 Invoices. Firm will render invoices at regular intervals for fees and expenses. Invoices will show the timekeeper, hours, hourly rate and a description of work performed. Payment is due within thirty (30) days of invoice date unless otherwise agreed in writing.

5.2 Failure to Pay. If Client fails to timely pay invoices or to replenish the retainer as requested, Firm may, after reasonable notice, suspend or terminate representation and exercise any lawful charging lien or other rights to recover fees and costs.

6. TERM; TERMINATION

This Agreement will remain in effect until completion of the limited services, earlier termination by either party pursuant to this Section, or as otherwise agreed in writing. Either party may terminate this Agreement upon written notice. Upon termination, Client shall pay all outstanding fees and expenses incurred through the date of termination.

7. CONFIDENTIALITY AND PRIVILEGE

Firm will maintain the confidentiality of information protected by the attorney-client privilege or other applicable rules, except as authorized by Client or as required by law. Client acknowledges that electronic communications may not be secure and consents to electronic transmission only if specifically authorized in writing.

8. CONFLICTS OF INTEREST

Firm represents that it is not aware of a conflict that would materially impair its ability to represent Client in the limited matter. If a conflict subsequently arises, Firm will notify Client and take appropriate action consistent with professional obligations, which may include withdrawal from representation.

9. WORK PRODUCT; FILES

Documents prepared by Firm in connection with the limited engagement are the property of Client, except for Firm's internal files and privileged work product. Firm may retain copies of Client files and may dispose of closed file materials in accordance with Firm's document retention policy unless Client requests delivery of the file in writing and pays reasonable copying and delivery costs.

10. LIMITATION OF LIABILITY

To the fullest extent permitted by law, Firm's liability to Client for any claim arising out of or relating to this Agreement or the limited representation shall be limited to direct actual damages not to exceed the total amount of fees paid by Client to Firm under this Agreement. In no event shall Firm be liable for consequential, special, punitive or incidental damages.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state where the Firm maintains its principal office, without regard to conflict of law principles.

12. NOTICES

Notices shall be in writing and delivered by hand, overnight courier, certified mail return receipt requested, or other method providing proof of delivery, to the addresses provided above or as otherwise designated in writing.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties regarding the limited retainer and supersedes all prior agreements and understandings, both written and oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. AMENDMENT; WAIVER; COUNTERPARTS

Any amendment or modification to this Agreement must be in writing and signed by both parties. No waiver of any provision shall be effective unless in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. ACKNOWLEDGMENT

Client acknowledges receipt of a copy of this Agreement, understands the limited scope of representation, and consents to the terms and conditions herein.

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