Legal Revised Engagement Letter

LEGAL REVISED ENGAGEMENT LETTER

This Revised Engagement Letter (the "Agreement") is made as of between , whose principal place of business is (hereinafter "Firm"), and , located at (hereinafter "Client").

RECITALS

WHEREAS, Firm and Client previously entered into an engagement letter dated (the "Original Engagement"); and

WHEREAS, the parties wish to revise certain terms of the Original Engagement with respect to the scope of services, fees, and related administrative procedures as set forth in this Revised Engagement Letter; and

WHEREAS, the parties intend that this Revised Engagement Letter supersede and modify the Original Engagement solely to the extent specified herein, and that all other terms of the Original Engagement remain in full force unless expressly replaced by this Agreement.

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

1. SCOPE OF ENGAGEMENT

1.1 Engagement. Firm shall provide legal services to Client in connection with the matters described below (the "Services"). Firm will exercise independent professional judgment and render such advice and services as are reasonably necessary in Firm's professional opinion to perform the Services.

1.2 Exclusions. Services do not include matters not expressly described above, including but not limited to tax advice, patent prosecution, or services for affiliates of Client unless expressly agreed in writing.

2. FEES, RETAINER, AND BILLING

2.1 Hourly Rates. Client will be billed at Firm's hourly rates for attorneys and staff assigned to the matter. Current hourly rates are:

2.2 Retainer. Client shall pay an initial retainer in the amount of to be applied against fees and expenses. The retainer shall be due by . Firm may require replenishment of the retainer during the engagement.

2.3 Billing and Payment. Firm will render monthly invoices describing services performed, time expended, and out-of-pocket expenses. Invoices are payable within thirty (30) days of receipt. Past-due balances shall accrue interest at the lesser of 1.5% per month or the maximum permitted by applicable law.

3. CONFLICTS, INDEPENDENCE, AND REPRESENTATION

3.1 Conflicts. Firm has made reasonable efforts to identify conflicts of interest. If a conflict arises, Firm will notify Client and take such steps as required by the applicable rules of professional conduct. Client acknowledges that Firm may represent other clients and will not be disqualified from representation of such parties unless a direct conflict exists that Firm cannot reasonably cure.

3.2 No Guarantee. Firm does not guarantee the outcome of any matter and makes no assurances as to the results of its representation.

4. CLIENT RESPONSIBILITIES

Client agrees to cooperate with Firm, to provide complete and accurate information, and to promptly respond to Firm's reasonable requests. Client shall designate an authorized representative for communications:

5. CONFIDENTIALITY

Firm shall maintain the confidentiality of Client information in accordance with applicable law and the rules of professional conduct. Client consents to Firm's disclosure of confidential information where required by law, court order, or to comply with professional obligations, provided Firm uses reasonable efforts to limit such disclosure and to give Client notice where permitted.

6. TERMINATION

Either party may terminate this Agreement upon written notice to the other party. Upon termination, Client shall pay Firm for all Services rendered and expenses incurred through the effective date of termination, and any unearned portion of a retainer will be applied and returned as required by applicable rules.

7. RECORDS AND FILES

Firm will retain case files and other records for a reasonable period consistent with Firm policy and applicable law. Client may request return of original documents; Firm may retain copies of files. Client shall be responsible for costs of copying and delivery.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, overnight courier, or certified mail (return receipt requested) and shall be effective upon receipt.

9. AMENDMENTS; WAIVER; COUNTERPARTS

9.1 Amendments. This Agreement may be amended only by a written instrument signed by both parties.

9.2 Waiver. No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be binding for all purposes.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

10.2 Entire Agreement. This Agreement, together with any exhibits or written amendments signed by the parties, constitutes the entire agreement between Firm and Client with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether oral or written, relating thereto.

10.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a substitute provision to effect the original intent as closely as possible.

11. MISCELLANEOUS PROVISIONS

11.1 Expense Reimbursement. Client shall reimburse Firm for reasonable out-of-pocket expenses incurred in connection with the Services, including but not limited to filing fees, courier charges, travel, and other customary disbursements.

11.2 Limitation of Liability. To the extent permitted by law, Firm's liability to Client for any claim arising out of or related to this Agreement shall be limited to the amount of fees paid by Client to Firm for the specific matter giving rise to the claim; however, nothing in this clause shall limit liability for willful misconduct or as otherwise prohibited by law.

ACCEPTANCE

If the foregoing correctly states the terms of the parties' agreement, please sign and date where indicated below. By signing, the signatory represents that they have authority to bind the party on whose behalf they sign.

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