Legal Retainer Proposal

LEGAL RETAINER PROPOSAL

This Legal Retainer Proposal (the Proposal) is made and entered into as of Effective Date: by and between Client Name: and Law Firm Name: (collectively, the Parties).

RECITALS

WHEREAS, Client seeks to retain the Firm to provide legal services in connection with the matters described in the Scope of Services below; and

WHEREAS, the Firm is willing to provide such services on the terms and conditions set forth in this Proposal, including the deposit of an initial retainer to be held in trust and applied against fees and expenses; and

WHEREAS, the Parties desire to memorialize their agreement regarding scope, fees, billing, and related terms as set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants contained in this Proposal, the Parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client hereby retains the Firm, and the Firm agrees to represent Client, subject to the terms of this Proposal, in the matter(s) described in the Scope of Services.

1.2 Exclusions. Services do not include representation in matters not expressly described above, unless agreed in writing. The Firm will not provide tax, accounting, or other advisory services except as expressly set forth.

2. FEES, RETAINER, AND EXPENSES

2.1 Fee Structure. The Parties agree that fees will be charged as selected below. The Firm's fees shall be calculated in accordance with customary timekeeping practices and the Firm's standard billing increments where applicable.

2.2 Retainer. Client shall pay an initial retainer in the sum of (Retainer) to be deposited into the Firm's trust account. The Retainer will be applied to fees and expenses as billed. Any portion of the Retainer not earned will be returned to Client upon final accounting and conclusion of services, subject to applicable rules governing trust accounts.

2.3 Billing and Payment. The Firm will render periodic invoices describing services rendered, timekeepers, time expended, and expenses. Invoices are due within days of receipt. Overdue balances may accrue interest at the lesser of the maximum lawful rate or % per month.

3. CLIENT COOPERATION; DOCUMENTS

Client agrees to cooperate fully with the Firm, to provide all information and documents reasonably required, and to make key personnel available for consultation as needed. Failure to cooperate may result in suspension or termination of representation.

4. CONFLICTS, PRIVILEGE, AND CONFIDENTIALITY

4.1 Conflicts. The Firm has conducted a conflicts check based on information provided by Client. To the extent any actual or potential conflict exists or later arises, the Firm will notify Client and take such steps as required by law and professional responsibility. Client represents that the information provided is complete and accurate.

4.2 Privilege and Confidentiality. All communications between Client and the Firm are protected by the attorney-client privilege and shall be treated as confidential in accordance with applicable rules. The Firm may disclose confidential information only with Client's consent or as required by law.

5. TERM; TERMINATION

5.1 Term. This Proposal is effective on the Effective Date and will continue until the Firm's representation of Client in the described matter(s) is concluded, unless earlier terminated as set forth herein.

5.2 Termination. Either Party may terminate the engagement upon written notice to the other. Client remains responsible for all fees, expenses, and other charges incurred through the effective date of termination. The Firm may withdraw as permitted by law and professional rules, including for nonpayment.

6. FILES AND RECORDS

Upon conclusion of the matter, the Firm will provide Client with original client documents on request. The Firm may retain copies of files and may destroy physical or electronic files after a reasonable retention period unless Client requests delivery or further retention in writing. The Firm will bill for the cost of copying and shipping.

7. LIMITATION OF LIABILITY; INDEMNITY

The Firm's liability for its services shall be governed by applicable law and the Firm's professional liability coverage. To the maximum extent permitted by law, Client and Firm agree that neither shall be liable for consequential, incidental, or punitive damages except to the extent arising from gross negligence or willful misconduct. Client agrees to indemnify the Firm for claims arising from Client's knowingly false statements or fraud.

8. DISPUTE RESOLUTION

The Parties agree to attempt good faith negotiation of any fee disputes. If unresolved, the Parties may submit fee disputes to binding arbitration or a court of competent jurisdiction as indicated below.

9. NOTICES

All notices and communications under this Proposal must be in writing and delivered to the addresses below. Notice is effective upon receipt.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

10.2 Entire Agreement. This Proposal constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior understandings, agreements, or communications, written or oral.

10.3 Severability. If any provision of this Proposal is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

11. AMENDMENT; WAIVER; COUNTERPARTS

Any amendment to this Proposal must be in writing and signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. This Proposal may be executed in counterparts, each of which constitutes an original, and electronic signatures shall be treated as originals.

12. ACKNOWLEDGMENT

By signing below, Client acknowledges that Client has read and understands the terms of this Proposal, has had the opportunity to ask questions, and consents to the terms herein.

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