Legal MOL MTD Form

LEGAL MOL MTD FORM

This Legal Services Agreement for Preparation and Filing of a Memorandum of Law in Support of a Motion to Dismiss (the Agreement) is entered into between Client Name: (Client) and Counsel/Firm Name: (Counsel), effective as of Effective Date: .

RECITALS

WHEREAS, Client is plaintiff/defendant in the action entitled Case Name: , pending in Court: , Case No.: .

WHEREAS, Client seeks representation for the specific task of preparing and filing a Motion to Dismiss and an accompanying Memorandum of Law (collectively, the Motion) and related pleadings as set forth below.

WHEREAS, Counsel is duly authorized to render legal services in the relevant jurisdiction and has represented qualifications to prepare and prosecute the Motion on Client's behalf.

NOW, THEREFORE

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 retains Counsel to perform the specific legal services described in this Agreement limited to the preparation, filing and prosecution of a Motion to Dismiss and a supporting Memorandum of Law, together with any routine exhibits and supporting affidavits or declarations reasonably necessary to file the Motion (Scope). Counsel is not retained for any appellate work, trial preparation, discovery disputes outside the Motion to Dismiss, or unrelated matters except as expressly agreed in writing.

2. DELIVERABLES; TIMELINE

2.1 Deliverables. Counsel will prepare the Motion, supporting Memorandum of Law, and incidental exhibits and affidavits and will file the Motion with the appropriate court or tribunal, subject to Client's review and approval prior to filing.

2.2 Filing deadline. Counsel will use commercially reasonable efforts to file the Motion by Filing Deadline: . Client acknowledges that filing dates may be affected by court schedules and that Counsel cannot guarantee acceptance or the timing of judicial action.

2.3 Expedited service. Expedited preparation and filing may be requested. Expedited Filing: (check if requested). An agreed expedited fee may apply as set forth in Section 4.

3. CLIENT COOPERATION

3.1 Cooperation. Client shall provide all documents, factual information, and access to witnesses reasonably required by Counsel to prepare the Motion, including executed authorizations, sworn statements, and documents within Client's possession. Failure to timely provide requested materials may delay filing and relieve Counsel of deadlines imposed by this Agreement.

4. FEES; RETAINER; BILLING

4.1 Fees. Counsel's services will be billed at the hourly rate of $ per hour for attorneys and $ per hour for paralegals, unless otherwise agreed in writing. Time is recorded in increments of one tenth (0.1) of an hour.

4.2 Retainer. Client shall pay a retainer in the amount of Retainer Amount: upon execution of this Agreement. The retainer will be applied against fees and costs as billed. Any unearned portion of the retainer shall be returned to Client within thirty (30) days of final accounting after termination of representation, subject to deductions for unpaid fees and authorized expenses.

4.3 Billing and Payment. Counsel will render monthly invoices describing time, tasks performed, and expenses. Payment is due within thirty (30) days of invoice. Unpaid balances shall accrue interest at a rate of .

5. EXPENSES

Client shall reimburse Counsel for reasonable out-of-pocket expenses incurred in connection with the Matter, including filing fees, courier and messenger charges, service of process, court reporter and transcript costs, and document production. Estimated Expenses: . Counsel may require payment of certain expenses in advance.

6. FILINGS; AUTHORITY

6.1 Filing Authority. Client authorizes Counsel to sign and file the Motion and ancillary documents on Client's behalf where permitted by applicable rules. Counsel shall seek Client's approval of substantive legal arguments and any factual statements that materially affect Client's position prior to filing, except where immediate filing is required by court order or rule.

6.2 No Guarantee. Counsel does not guarantee any particular outcome, dismissal or ruling. All expressions about likely outcomes are opinions based on present facts and law.

7. CONFIDENTIALITY; ATTORNEY-CLIENT PRIVILEGE

Counsel shall maintain in confidence information obtained from Client and all communications protected by the attorney-client privilege. Client authorizes Counsel to disclose privileged information only as necessary to perform the Scope or as required by law or court order.

8. CONFLICTS OF INTEREST

Counsel represents that, to the best of Counsel's knowledge, no conflict exists that would preclude representation in the Matter. If a conflict arises that materially affects Counsel's ability to represent Client, Counsel will promptly notify Client and take reasonable steps to resolve the conflict, including withdrawal when required by professional obligations.

9. TERMINATION

9.1 Termination by Client or Counsel. Either party may terminate this Agreement upon written notice to the other. Upon termination, Client remains responsible for fees and expenses incurred up to the date of termination, and Counsel shall provide a final accounting and return any unearned retainer as required by law.

9.2 Withdrawal. Counsel may withdraw for good cause, including nonpayment of fees or Client conduct that impedes representation, subject to applicable court approval if the Matter is pending before a tribunal.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

Client shall indemnify and hold Counsel harmless from claims, liabilities, losses, and expenses arising from Client's failure to provide accurate information or to cooperate. Except for loss resulting from Counsel's gross negligence or willful misconduct, Counsel's liability for any claim arising out of this Agreement shall be limited to direct damages not to exceed the amount of fees paid to Counsel for the Matter.

11. NOTICES

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

12. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument executed by both parties. The failure of either party to insist upon strict performance of any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating thereto.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that, to the extent possible, achieves the original intent of the parties.

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 transmitted by electronic means shall be effective as originals.

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