Legal Rights Advice Form

LEGAL RIGHTS ADVICE FORM

This Legal Rights Advice Form is made effective as of Effective Date: (the "Effective Date") by and between Client Name: represented by Client Representative: , and Advisor Name: represented by Advisor Representative: .

RECITALS

WHEREAS, Client has requested written legal advice from Advisor concerning the legal rights, liabilities and remedial options arising from the matter described below; and

WHEREAS, Advisor has agreed to provide such advice based on the facts, documents, and assumptions set forth in this form and the attachments identified herein; and

WHEREAS, the parties intend by this instrument to memorialize the scope, limitations and terms under which Advisor will provide that legal advice.

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

1. DEFINITIONS

For purposes of this Form: "Advice" means written legal analysis, conclusions and recommended courses of action delivered by Advisor to Client. "Confidential Information" means communications, documents and facts disclosed by Client to Advisor for the purpose of obtaining Advice, subject to attorney-client privilege as applicable.

2. SCOPE OF ADVICE

Advisor will provide written Advice limited to the specific legal questions set forth below and any ancillary issues reasonably necessary to answer those questions. The Matter to be addressed is:

3. BASIS OF ADVICE; DOCUMENTS RELIED UPON

Advisor's Advice will be based exclusively on the facts and documents listed below and any additional facts reasonably provided by Client in writing. Advisor does not undertake independent fact investigation except as expressly agreed in writing.

4. ASSUMPTIONS AND LIMITATIONS

The Advice is expressly conditioned on the accuracy and completeness of Client's disclosures. Client represents that the factual information provided is true to the best of Client's knowledge. The Advice is limited to legal matters and does not constitute financial, tax, or other professional advice unless expressly stated.

5. CONFIDENTIALITY AND PRIVILEGE

Communications between Client and Advisor for the purpose of obtaining legal advice are intended to be confidential and, where applicable, are privileged. Client authorizes Advisor to assert privilege and to take reasonable steps to protect Confidential Information. Client acknowledges that disclosure to third parties may waive privilege unless a protective measure is in place.

Advisor may maintain internal records of the Advice. Except as required by law, court order, professional responsibility rules, or Client authorization, Advisor will not disclose Confidential Information.

6. CONFLICTS OF INTEREST; INDEPENDENCE

Client warrants that Client has disclosed to Advisor all relationships, interests, parties and matters that could give rise to an actual or potential conflict of interest. If Advisor identifies a conflict, Advisor will notify Client and may withdraw or obtain Client's informed consent in writing before continuing representation.

7. CLIENT ACKNOWLEDGEMENT; AUTHORIZATION

Client acknowledges that Client has provided the facts and documents necessary for the Advisor to render Advice, that Client has read and understands the limitations set forth in this Form, and that Client authorizes Advisor to rely on the representations made herein.

8. RELIANCE; THIRD-PARTY RIGHTS

The Advice is provided solely for Client's benefit and may not be relied upon by third parties unless expressly agreed in writing. Advisor disclaims any duty to any third party who obtains a copy of the Advice without Advisor's written consent.

9. RECORDS; RETENTION

Advisor may retain copies of documents and internal work product generated in connection with the Advice as required by professional standards. Client may request copies of substantive Advice provided for Client's file.

10. FEES AND BILLING

Unless otherwise agreed in a separate engagement letter, Client agrees to pay Advisor's fees and costs for the Advice as follows. Fees may be billed on an hourly basis, a flat fee, or another agreed arrangement. Client will reimburse Advisor for reasonable out-of-pocket expenses.

11. NOTICES

Any notice, request, demand, or other communication required or permitted by this Form shall be in writing and delivered to the addresses set forth below, and shall be effective upon receipt.

12. AMENDMENTS; WAIVER

This Form may be amended only by a written instrument signed by both parties. No waiver of any provision of this Form shall be effective unless in writing and signed by the party waiving compliance.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Form shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws principles. This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Form is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. COUNTERPARTS

This Form 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. Electronic or facsimile signatures shall be effective as originals.

CERTIFICATION

By signing below, Advisor certifies that the Advice provided is based on the documents and facts disclosed to Advisor as of the Effective Date and that Advisor has applied professional judgment in reaching conclusions. Client acknowledges receipt of the Advice and confirms the factual basis used by Advisor.

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