Legal Pre-Engagement Agreement

LEGAL PRE-ENGAGEMENT AGREEMENT

This Legal Pre-Engagement Agreement (the Agreement) is entered into as of by and between Client Name: whose primary address is , and Law Firm Name: with principal office at .

RECITALS

WHEREAS, the Client has requested that the Law Firm review certain facts and perform preliminary inquiries to determine whether the Law Firm can represent the Client in the matter described in Section 2 below; and

WHEREAS, the Law Firm will undertake a conflicts check, limited factual inquiry, and other pre-engagement activities solely for the purpose of determining whether the Law Firm can accept representation and, if accepted, the appropriate scope and terms of engagement; and

WHEREAS, the parties desire to set forth their mutual understanding regarding the limited nature of pre-engagement activities, confidentiality, and treatment of documents and conflicts prior to any formal engagement agreement.

NOW THEREFORE

In consideration of the mutual covenants set forth below, the parties agree as follows:

1. PRE-ENGAGEMENT SCOPE

1.1 The Law Firm will perform solely the preliminary services necessary to determine whether a full attorney-client relationship should be established. Such pre-engagement services may include factual inquiry, conflicts verification, legal research limited to eligibility and conflicts, and discussion of potential scope and fee arrangements. The Client authorizes the Law Firm to perform these activities with respect to the matter described as:

1.2 The parties acknowledge that any substantive legal work, representation, or provision of legal advice beyond the limited activities in Section 1.1 will require a separate written engagement agreement executed by both parties.

2. NO ATTORNEY-CLIENT RELATIONSHIP

2.1 No attorney-client relationship shall be deemed to exist between the Client and the Law Firm as a result of the limited pre-engagement activities described herein unless and until the parties execute a formal engagement agreement expressly establishing such a relationship.

2.2 The Law Firm will not provide legal representation, accept service of process, or undertake duties requiring an executed engagement agreement. The Client acknowledges that no confidences disclosed solely for the purpose of conflict screening will necessarily be treated as privileged unless an attorney-client relationship is later established.

3. CONFLICTS CHECK AND AUTHORIZATION

3.1 The Client hereby authorizes the Law Firm to conduct a conflicts-of-interest search and review. This authorization includes the Law Firm's use of the Client's name and the names of any related parties, affiliates, adverse parties, or other persons provided by the Client for the limited purpose of identifying any actual or potential conflict.

Client authorizes conflicts check: Consent given

3.2 The Client shall disclose any known adverse parties, prior counsel, or circumstances that could give rise to a conflict. Material undisclosed information discovered later may preclude engagement or require subject-matter or client limitation.

4. CONFIDENTIALITY; LIMITS OF DISCLOSURE

4.1 The Law Firm agrees that information provided by the Client in connection with the pre-engagement review will be treated as confidential to the extent permitted by law. Confidential information does not include information that is already in the public domain or independently developed by the Law Firm without reference to Client-provided information.

4.2 The Client acknowledges that the Law Firm may disclose limited information to third parties as required to conduct conflicts checks or as required by law, court order, or ethical obligations, and that such disclosures do not, alone, establish an attorney-client relationship.

5. DOCUMENTS AND RETURNED MATERIALS

5.1 Any physical or electronic materials delivered by the Client to the Law Firm in connection with the pre-engagement process will be retained by the Law Firm for a reasonable time to complete the conflicts check and related inquiries. Upon written request by the Client, the Law Firm will return or destroy such materials, subject to the Law Firm's obligation to retain copies as required by law or professional standards.

5.2 The Client shall mark any documents for return if the Client requires immediate return; otherwise the Law Firm may retain copies for its files consistent with ethical obligations.

6. FEES, EXPENSES, AND BILLING DISCLOSURE

6.1 The parties agree that the limited pre-engagement activities described herein shall not give rise to billable fees unless otherwise agreed in writing. If the parties later agree to formal representation, any fees, costs, and billing arrangements will be governed by a separate engagement letter executed by the parties.

6.2 If the Law Firm incurs extraordinary costs during the pre-engagement process (such as third-party vendor fees or expedited searches), the Law Firm will notify the Client in advance and will not incur such costs without the Client's written consent.

7. TERMINATION

7.1 Either party may terminate this Agreement at any time upon written notice to the other party. Termination of this Agreement shall not prejudice rights or obligations that accrued prior to termination.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 The Client agrees to indemnify and hold harmless the Law Firm, its partners, attorneys, and employees from and against any claims, liabilities, losses, costs or expenses (including reasonable attorneys' fees) arising out of the Client's breach of this Agreement, material misrepresentations by the Client, or the Client's failure to disclose material information relevant to conflicts.

8.2 Except as otherwise required by applicable law, the Law Firm's liability for matters arising from pre-engagement activities is limited to direct damages and shall not include consequential, incidental, or punitive damages.

9. NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth below by hand delivery, certified mail (return receipt requested), or other nationally recognized overnight courier service:

10. AMENDMENTS; WAIVER

10.1 This Agreement may be amended, modified or supplemented only by a writing signed by both parties. No course of conduct or failure to insist upon strict performance shall constitute a waiver of any provision of this Agreement.

11. GOVERNING LAW; JURISDICTION

11.1 This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction in which the Law Firm's principal office is located, without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes arising under this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 This Agreement constitutes the entire understanding between the parties with respect to the limited pre-engagement activities described herein and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written, relating thereto.

12.2 If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, such provision shall be modified to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

13.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted electronically shall be deemed originals for all purposes.

ADDITIONAL PROVISIONS

By signing below, the undersigned parties acknowledge that they have read, understand, and agree to the terms of this Legal Pre-Engagement Agreement and that the execution of a separate engagement agreement is required for the establishment of an attorney-client relationship.

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