Legal PI Retainer Agreement

LEGAL PI RETAINER AGREEMENT

This Legal PI Retainer Agreement ("Agreement") is entered into as of Agreement Date: by and between Client Name: with address ("Client"), and Investigator Name: with address ("PI").

Recitals

WHEREAS, Client seeks investigative and fact-gathering services in connection with legal matters identified by Client and desires to retain PI to perform such services under the terms set forth herein;

WHEREAS, PI represents that PI is duly qualified, licensed where required, and possesses the skill, experience and personnel necessary to perform investigative services for Client; and

WHEREAS, the parties desire to set forth their agreement regarding the scope, fees, confidentiality, and other terms governing PI's engagement.

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

1. Engagement; Scope of Services

1.1 Engagement. Client hereby retains PI, and PI accepts such retention, to provide investigative services as described in the Scope of Services below and such other related services as the parties may agree in writing.

2. Retainer, Fees and Billing

2.1 Fees. Client shall pay PI fees in accordance with the fee arrangement selected by Client below. PI's fees are earned when services are performed and are nonrefundable except as expressly provided in this Agreement.

Hourly — Rate: $ per hour

Flat fee — Amount: $

2.2 Billing and Payment Terms. PI shall render invoices for fees and reimbursable expenses at regular intervals or upon substantial completion of services. Client shall pay undisputed invoices within days of invoice receipt. Overdue amounts shall accrue interest at the rate of % per month, or the maximum permitted by law, whichever is less.

3. Expenses and Costs

3.1 Reimbursable Expenses. Client shall reimburse PI for all reasonable out-of-pocket expenses incurred in connection with the performance of services, including but not limited to travel, lodging, mileage, database searches, process service, court filing fees, and photographic and surveillance expenses. PI will seek Client approval for any single expense expected to exceed $ prior to incurring such expense, except in exigent circumstances.

4. Reports, Records and Use of Work Product

4.1 Reports. PI shall prepare reports, summaries, and such other documentation as reasonably necessary to describe the results of investigative activities. PI shall deliver such reports to Client in the form agreed by the parties.

4.2 Records and Retention. PI shall maintain reasonable records of time, actions taken, and expenses. Unless otherwise agreed in writing, PI may retain originals of certain investigative materials but shall provide copies of such materials to Client upon payment of all outstanding invoices.

5. Confidentiality and Privilege

5.1 Confidentiality. PI shall hold in confidence and shall not disclose to any third party any nonpublic information provided by Client or obtained by PI in the course of performing services, except (a) with Client's prior written consent; (b) as required by law or valid legal process; or (c) to PI's authorized agents and contractors subject to confidentiality obligations.

5.2 Privilege. To the extent applicable, communications between Client's counsel and PI, and documents prepared at the direction of counsel for litigation strategy or legal advice, shall be treated as privileged or work product. PI shall notify Client if PI believes disclosure of privileged communications is compelled by law.

6. Conflicts; Independent Contractor

6.1 Conflicts. PI represents that, to PI's knowledge, PI has no conflict of interest that would materially impair PI's ability to perform the services. If a potential conflict arises, PI shall promptly disclose it to Client.

6.2 Independent Contractor. PI's relationship to Client is that of an independent contractor. PI shall be solely responsible for all taxes, insurance, and statutory obligations applicable to PI and PI's personnel.

7. Term; Termination; Effect of Termination

7.1 Term. This Agreement commences on the Agreement Date and continues until completion of the services or earlier termination in accordance with this Section.

7.2 Termination. Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within ten (10) days after receipt of written notice specifying the breach.

7.3 Effect of Termination. Upon termination, Client shall pay PI for all services performed and expenses incurred up to the effective date of termination, including any noncancelable commitments. Sections concerning confidentiality, records, indemnification, limitation of liability, and governing law shall survive termination.

8. Indemnification and Liability

8.1 Indemnification by Client. Client shall indemnify, defend and hold PI harmless from and against any losses, liabilities, claims, damages and expenses (including reasonable attorney fees) arising out of Client's use of PI's reports or materials, or Client's directions or instructions to PI, except to the extent such losses result from PI's gross negligence or willful misconduct.

8.2 Limitation of Liability. Except for liability arising from PI's gross negligence or willful misconduct, PI's aggregate liability to Client for any claim related to this Agreement shall not exceed the total fees paid to PI under this Agreement. IN NO EVENT SHALL PI BE LIABLE FOR PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES.

9. Notices

9.1 All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their respective contact information below. Notices are effective upon personal delivery, confirmed electronic transmission, or three (3) business days after deposit in the U.S. mail, postage prepaid.

10. Miscellaneous

10.1 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.

10.2 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, representations and understandings, whether oral or written.

10.3 Amendments; Waiver. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. Failure to enforce any provision shall not constitute a waiver of that provision or any other.

10.4 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

10.5 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. Facsimile or electronic signatures shall be binding for all purposes.

Acknowledgment

The parties acknowledge that they have read this Agreement, understand its terms, and voluntarily accept the duties and obligations set forth herein.

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