Legal Retainer Form

LEGAL RETAINER AGREEMENT

This Legal Retainer Agreement (the Agreement) is made as of the day of , (Effective Date), by and between Client Name: and Attorney/Firm Name: .

RECITALS

WHEREAS, Client desires to retain Attorney to provide legal services in connection with the matter described in Section 2 below; and

WHEREAS, Attorney is willing to accept such engagement and to perform legal services for Client on the terms and conditions set forth in this Agreement; and

WHEREAS, Client agrees to pay Attorney fees, costs and advances as provided in this Agreement and to cooperate in the representation.

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

1. ENGAGEMENT

Client hereby retains Attorney, and Attorney accepts the retention, to provide legal services in accordance with the terms of this Agreement. Attorney will represent Client only in the matter(s) described in Section 2 and will act as Client's counsel with respect to those matters, subject to the terms and limitations set forth in this Agreement.

2. SCOPE OF SERVICES

Attorney will provide legal advice, representation, and perform such tasks as are reasonably necessary to represent Client in the scope described above. Any services outside the scope must be agreed in writing and signed by both parties.

3. RETAINER AND FEES

Client shall pay an initial retainer in the amount of $ (Retainer). The Retainer will be deposited in Attorney's client trust account and applied against billed fees and costs in accordance with applicable rules of professional conduct.

Attorney's hourly rates are as follows: Attorney rate $ per hour; Paralegal rate $ per hour. Rates are subject to periodic adjustment upon written notice to Client.

Time will be billed in increments of . Client is responsible for costs and expenses advanced by Attorney, including but not limited to filing fees, deposition costs, expert fees, travel, courier and similar charges.

Retainer to be held in Attorney's client trust account in accordance with applicable trust accounting rules.

4. BILLING AND PAYMENT

Attorney will render written statements for fees and expenses on a basis. Payment is due within days of receipt. Unpaid balances may accrue interest at a rate of .

Disputes as to billing must be submitted in writing within thirty (30) days of receipt of an invoice. Client's failure to timely dispute shall be deemed acceptance of the statement.

5. CLIENT COOPERATION

Client agrees to cooperate fully, provide all information known or available, to be truthful, and to promptly execute documents and take actions reasonably requested by Attorney. Failure to do so may result in termination of representation.

6. CONFLICTS; DISCLOSURES

Client represents that, except as disclosed in the following space, Client is not aware of any conflict of interest that would prevent Attorney from representing Client in the matter:

If a conflict arises, Attorney will notify Client and may withdraw as required by professional obligations. Client may consent in writing to continued representation where ethically permissible.

7. CONFIDENTIALITY AND PRIVILEGE

Communications between Client and Attorney are privileged and confidential to the extent provided by law. Attorney will not disclose confidential information without Client's informed consent except as authorized by Client or required by law or court order. Client acknowledges that certain uses or disclosures may be necessary to carry out representation.

8. TERM AND TERMINATION

Either party may terminate this Agreement upon written notice. After termination Attorney will take reasonable steps to protect Client's interests, including giving Client reasonable notice, allowing time for employment of other counsel, and delivering Client papers and property. Client remains responsible for all fees, costs and expenses incurred prior to termination and for work reasonably performed to wind up the matter.

9. FILES AND RECORDS

Attorney shall maintain the client file as required by professional rules. Attorney may retain copies of Client files and may destroy physical or electronic files after unless Client requests delivery of originals in writing.

10. LIMITATION OF LIABILITY

Subject to applicable law, Attorney's liability for any claim arising out of or related to this Agreement or the representation shall be limited to the total amount of fees paid by Client to Attorney for the specific matter giving rise to the claim. This limitation will not apply to liability arising from willful misconduct or gross negligence.

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT

This Agreement, including any written engagement letter and attachments, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

13. 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 invalid provision shall be replaced by a valid provision that most closely reflects the parties' intent.

14. NOTICES

All notices under this Agreement shall be in writing and delivered to the parties at the addresses set forth below:

15. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision. This Agreement may be executed in counterparts, each of which shall be deemed an original, and facsimile or electronic signatures shall be binding.

16. CLIENT ACKNOWLEDGMENT

By signing below, Client acknowledges that Client has read this Agreement, understands its terms, consents to the terms of engagement described herein, and has received a copy of this Agreement.

Client initials:

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