Legal Scope of Representation

LEGAL SCOPE OF REPRESENTATION

This Legal Scope of Representation (the "Agreement") is entered into as of by and between Counsel Name: of Firm: with address: (hereinafter "Counsel"), and Client Name: with address: (hereinafter "Client").

RECITALS

WHEREAS, Client desires to engage Counsel to provide legal services on the terms set forth in this Agreement; and

WHEREAS, Counsel has the experience and capacity to provide the legal services described below and is willing to accept engagement subject to the terms and conditions herein; and

WHEREAS, the parties intend to limit the scope of the representation to the matters expressly set forth in this Agreement and to establish the respective responsibilities, fee arrangements, and other terms of the engagement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. SCOPE OF ENGAGEMENT

1.1 Engagement. Client hereby engages Counsel to provide legal services limited to the specific matters selected below. Counsel's authority to act is strictly limited to the activities expressly identified. Counsel is not authorized to undertake matters beyond the scope without additional written agreement.

Select the scope of services to be provided (initial applicable boxes and describe particulars):

Representation in litigation or arbitration relating to:

Transactional, negotiation, or document preparation for:

Advisory services limited to the following issues:

1.2 Limitation. Counsel will not assume responsibility for matters not expressly set forth herein, including but not limited to appeals, separate litigation matters, tax advice, regulatory compliance unrelated to the described matter, or affirmative representation in other jurisdictions unless separately retained in writing.

2. EXCLUDED MATTERS

2.1 The following matters are explicitly excluded from this engagement. Counsel shall have no duty to provide advice, representation, or to take any action with respect to the excluded matters unless an amendment to this Agreement is executed:

3. CLIENT RESPONSIBILITIES

3.1 Cooperation. Client shall cooperate fully with Counsel, provide all information and documents relevant to the matter, and promptly respond to requests for decisions or instructions. Failure to cooperate may be grounds for termination.

3.2 Client Contact. Primary contact for Client communications:

4. FEES, BILLING AND RETAINER

4.1 Rates. Counsel's standard hourly rate for the attorney principally responsible for the matter is $ per hour. Other professionals' rates may differ and will be communicated to Client.

4.2 Flat Fee. If a flat fee applies, the amount is: $ and covers only the tasks expressly listed in the engagement.

4.3 Retainer. Client shall provide a retainer in the amount of $ to be held in Counsel's trust account and applied against fees and expenses in accordance with applicable fiduciary rules.

4.4 Billing. Counsel will render monthly statements detailing services, time expended, expenses, and the balance in the trust account. Payment is due upon receipt unless otherwise stated. Unpaid balances may accrue interest at a rate permitted by law and may result in suspension or termination of services.

5. CONFLICTS, CONFIDENTIALITY AND PRIVILEGE

5.1 Conflicts. Counsel has performed a reasonable conflicts check based on the information provided by Client. Counsel does not represent any party adverse to Client in the matter described as of the Effective Date. Client must promptly disclose facts that may give rise to a conflict. Counsel may withdraw if a disqualifying conflict arises.

5.2 Confidentiality and Privilege. All communications made for the purpose of obtaining legal advice are protected by the attorney-client privilege and work-product doctrine to the fullest extent recognized by law. Counsel will maintain confidentiality except as authorized by Client or required by law.

6. TERM AND TERMINATION

6.1 Term. This Agreement commences on the Effective Date and will continue until the completion of the limited scope matters or earlier termination as provided below.

6.2 Termination. Either party may terminate this Agreement upon written notice to the other. Upon termination, Client shall pay Counsel for all services rendered and costs incurred through the date of termination. Counsel may retain the trust account balance to the extent necessary to satisfy outstanding invoices and reasonable fees related to termination.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION

7.1 Limitation of Liability. Except for liability for willful misconduct or gross negligence, Counsel's liability to Client for any claim arising out of this Agreement or the representation shall be limited to direct damages not to exceed the aggregate fees paid by Client to Counsel for the specific matter giving rise to the claim. In no event shall Counsel be liable for consequential, incidental, punitive, or special damages.

7.2 Indemnification. Client agrees to indemnify and hold Counsel harmless from liabilities, costs, and expenses (including reasonable attorneys' fees) incurred as a result of Client's breach of this Agreement or Client's misrepresentations to Counsel.

8. DISPUTE RESOLUTION

8.1 Good Faith Negotiation. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through direct negotiation between senior representatives of the parties.

8.2 Governing Forum. Unless the parties otherwise agree in writing after a dispute arises, any unresolved dispute shall be submitted to the courts of the state specified in Section 13. The parties may instead agree to binding arbitration by initialing below:

If checked, the parties agree to submit disputes to binding arbitration as their exclusive forum.

9. FILE RETENTION

Counsel will retain Client files and records related to this engagement for a period of after the conclusion of services, after which Counsel may destroy the files unless Client requests delivery or retention in writing and arranges for reasonable costs.

10. NOTICES

10.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail, or other reliable means. Notice shall be effective upon receipt.

11. AMENDMENTS, WAIVER, COUNTERPARTS

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

11.2 Waiver. Waiver of any breach of this Agreement shall not constitute a waiver of any other breach or default.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

12.2 Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior agreements, understandings, and representations, whether written or oral.

12.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

ACKNOWLEDGMENT

By signing below, the undersigned represent that they are authorized to enter into this Agreement, have read and understand its terms, and agree to be bound thereby.

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