Legal Monthly Retainer Agreement

LEGAL MONTHLY RETAINER AGREEMENT

This Legal Monthly Retainer Agreement ("Agreement") is entered into as of by and between Client Name: , Client Address: (hereinafter "Client"), and Law Firm Name: , Firm Address: (hereinafter "Firm").

RECITALS

WHEREAS, Client desires to retain Firm to provide legal services in the matters described below; and

WHEREAS, Firm is willing to provide such legal services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the retainer and billing structure described herein shall govern the financial and administrative relationship between the parties.

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

1. ENGAGEMENT

1.1 Engagement. Client retains Firm to provide legal services described in Section 2 below, and Firm accepts such engagement subject to the terms of this Agreement. Firm will provide services through attorneys and staff it identifies in its sole discretion, consistent with professional obligations.

2. SCOPE OF SERVICES

2.1 Scope. Firm shall provide legal services consisting of the following matters and tasks:

2.2 Changes. Any services outside the scope above will be provided only upon written agreement specifying additional fees or a change in this Agreement.

3. RETAINER FEE; BILLING

3.1 Monthly Retainer. Client shall pay Firm a monthly retainer in the amount of $ due in advance on or before the first day of each billing cycle. The initial monthly retainer is due on .

3.2 Additional Fees. Services beyond the monthly allocation will be billed at an hourly rate of $ per hour, prorated to tenths of an hour, unless the parties agree otherwise in writing.

3.3 Expenses. Client shall reimburse Firm for reasonable out-of-pocket expenses incurred in connection with the representation, including but not limited to filing fees, courier charges, expert fees, travel, and deposition costs. Such expenses shall be billed monthly.

3.4 Retainer Replenishment. If Firm maintains an advance retainer account, Client shall replenish the retainer to $ when Firm notifies Client that the balance has fallen below that amount. Firm may apply earned fees and expenses against the retainer in accordance with applicable rules.

4. INVOICES; PAYMENT

4.1 Invoices. Firm will deliver invoices to Client monthly for fees and expenses incurred during the preceding billing period. Each invoice shall state the work performed, timekeepers, time spent, and expenses incurred.

4.2 Payment. Client shall pay all undisputed invoices within days of receipt. Overdue amounts shall accrue interest at the rate of or the maximum rate permitted by law, whichever is less.

5. TERM; TERMINATION

5.1 Term. This Agreement shall commence on the date set forth above and shall continue month-to-month until terminated as provided herein. The parties may agree to an initial term of months by written amendment.

5.2 Termination. Either party may terminate this Agreement for convenience upon days' prior written notice. Upon termination, Client shall remain responsible for fees and expenses incurred through the effective date of termination and for any work necessary to protect Client's interests.

6. CONFIDENTIALITY

6.1 Confidential Information. Firm shall keep confidential all information obtained from Client in the course of representation, except as authorized by Client or required by law, applicable professional rules, or court order. Client acknowledges that Firm may be required to disclose information to comply with ethical obligations.

7. CONFLICTS OF INTEREST

7.1 Conflicts. Firm represents it has conducted reasonable conflict checks and will notify Client promptly if any conflict is discovered. If a conflict arises that cannot be ethically cured, Firm may withdraw from representation in accordance with professional obligations.

8. CLIENT COOPERATION

8.1 Cooperation. Client shall cooperate with Firm, provide timely instructions, furnish records and information as reasonably requested, and make personnel available as necessary for Firm to perform the services.

9. WORK PRODUCT; FILES

9.1 Ownership. Unless agreed otherwise in writing, documents, drafts, and work product prepared by Firm in the course of representation are the property of Client upon full payment of fees and expenses. Firm may retain copies of its files subject to the rules governing retention and confidentiality.

10. LIMITATION OF LIABILITY

10.1 Limitation. To the fullest extent permitted by law, Firm's liability for any claim arising out of or related to this Agreement shall be limited to the total amount of fees paid by Client to Firm under this Agreement during the twelve-month period immediately preceding the event giving rise to the claim.

11. INDEMNIFICATION

11.1 Indemnity. Client shall indemnify, defend and hold Firm, its partners, associates and staff harmless from and against any and all liabilities, claims, damages, losses and expenses (including reasonable attorneys' fees) arising from Client's actions or omissions, except to the extent caused by Firm's gross negligence or willful misconduct.

12. NOTICES

12.1 Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party shall designate by written notice to the other.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by both parties.

13.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. The failure of either party to enforce any right shall not be deemed a waiver of such right.

13.3 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.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles.

14.2 Entire Agreement. This Agreement, including any schedules or exhibits incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

14.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid substitute provision.

15. MISCELLANEOUS

15.1 Records. Time and billing records of Firm shall be presumptive evidence of the services performed and fees incurred absent manifest error.

15.2 Ethical Considerations. The parties acknowledge that Firm's representation is subject to applicable rules of professional responsibility and that Firm may take such actions as necessary to comply with those rules.

EXECUTION

The parties have executed this Agreement as of the dates set forth below.

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