Legal Memo of Instruction

LEGAL MEMO OF INSTRUCTION

This Legal Memo of Instruction (the "Memo") is made and entered into as of Effective Date: by and between Client Name: with principal address at and Recipient Name: (Recipient).

RECITALS

WHEREAS, Client has engaged Recipient to provide legal services and instructions related to the matter described as: (the "Matter");

WHEREAS, Client desires to provide Recipient with specific written instructions authorizing Recipient to take certain actions on behalf of Client in connection with the Matter; and

WHEREAS, Recipient is willing to accept and act upon the instructions herein subject to the terms and limitations set forth in this Memo.

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

1. DEFINITIONS

For purposes of this Memo, the following terms shall have the meanings set forth below: "Client" means the party identified as Client Name above; "Recipient" means the party identified as Recipient Name above; "Instructions" means the directives set forth in Section 2 and any written amendments mutually executed by the parties; and "Documents" means all written, electronic, or recorded materials provided to or prepared by Recipient in connection with the Matter.

2. SCOPE OF INSTRUCTIONS

Client hereby instructs Recipient to perform the following services in connection with the Matter. Recipient shall perform such services in a timely and professional manner consistent with applicable standards of practice and law:

a) Legal analysis and research; drafting and filing of pleadings, motions, contracts, or other instruments necessary to advance the Matter; negotiation on behalf of the Client as expressly authorized below; and such other acts as are reasonably necessary to effectuate the Instructions. Specific instructions are set forth below.

3. AUTHORITY AND LIMITATIONS

Recipient is authorized to take the actions specified in Section 2. Recipient shall not enter into any binding settlement, admission, or waiver on behalf of Client without Client's prior written consent. Notwithstanding the foregoing, Client may pre-authorize Recipient to settle claims up to the amount of .

Client expressly instructs Recipient that any limitation on authority contained in this Memo is binding and Recipient shall seek additional written instructions if escalation is required.

4. CONFIDENTIALITY & PRIVILEGE

All communications and materials transmitted between Client and Recipient in connection with the Matter are intended to be privileged and confidential to the fullest extent permitted by law. Recipient will take reasonable measures to protect confidentiality and will assert privilege as appropriate, subject to Client direction. Client acknowledges that certain disclosures may be required by law or court order and agrees that Recipient may comply with such compulsory disclosures after providing Client notice where practicable.

5. DOCUMENTS AND RECORDS

Client shall provide to Recipient all Documents reasonably necessary to carry out the Instructions. Recipient shall retain copies of work product and relevant Documents in accordance with Recipient's record retention policy, except as otherwise required by law. Documents to be provided by Client:

6. FEES, COSTS AND INVOICING

Compensation for services rendered by Recipient shall be governed by the fee arrangement agreed between the parties. Client shall reimburse Recipient for all reasonable and documented out-of-pocket costs and expenses incurred in the performance of the Instructions. Fee terms and billing instructions:

7. CONFLICTS OF INTEREST

Recipient represents that, to the best of Recipient's knowledge, there are no conflicts of interest that would prevent Recipient from undertaking the Instructions. If a potential or actual conflict is discovered, Recipient shall promptly disclose it in writing to Client and shall take no further action until Client has provided written direction.

8. NOTICES

Any notice, demand, or communication required or permitted under this Memo shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by written notice to the other:

9. AMENDMENTS; WAIVER

This Memo may only be amended or modified by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this Memo shall operate as a waiver of that right unless in writing and signed by the party granting the waiver.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Memo shall be governed by and construed in accordance with the laws of the state or jurisdiction agreed by the parties. This Memo constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating thereto. If any provision of this Memo is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. COUNTERPARTS

This Memo 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 transmitted by facsimile or electronic image shall be binding.

12. TERMINATION

Either party may terminate this Memo on written notice to the other party. Termination shall not relieve Client of the obligation to pay for services rendered and costs incurred prior to termination.

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