Legal Service Rescission Document

LEGAL SERVICE RESCISSION AGREEMENT

This Legal Service Rescission Agreement (the Agreement) is made as of Date: by and between Client Name: (the "Client") and Service Provider Name: (the "Provider").

RECITALS

WHEREAS, the Client and the Provider entered into a written engagement for legal services dated (the Engagement);

WHEREAS, the Engagement concerned the following matter or services: ; and

WHEREAS, the parties desire to mutually rescind and terminate the Engagement on the terms and conditions set forth in this Agreement, without admission of liability by either party.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. RESCISSION

1.1 Rescission of Engagement. The parties hereby mutually rescind, terminate and cancel the Engagement effective as of (the Rescission Effective Date). As of that date the Engagement shall be of no further force or effect, and neither party shall have any further obligations under the Engagement except as expressly set forth in this Agreement.

1.2 No Admission. This Agreement constitutes a negotiated settlement and rescission and shall not be construed as an admission of liability, fault, or wrongdoing by either party.

2. RETURN OF PAYMENTS AND ACCOUNTING

2.1 Accounting. Within days following the Rescission Effective Date, Provider shall deliver to Client a full, written accounting of all fees, costs, disbursements, and retainers received or billed under the Engagement.

2.2 Setoff. Any setoff or credit asserted by Provider shall be specifically identified in the accounting described in Section 2.1 and supported by reasonable documentation.

3. MUTUAL RELEASE AND WAIVER

3.1 Release by Client. Upon full and timely performance by Provider of the obligations in Section 2, Client hereby releases and forever discharges Provider and its officers, directors, employees, agents and counsel from any and all claims, demands, actions, causes of action, liabilities, damages and expenses, whether known or unknown, arising out of or related to the Engagement through the Rescission Effective Date.

3.2 Release by Provider. Upon receipt of the accounting and any amounts due under Section 2, Provider hereby releases and forever discharges Client and its agents, successors and assigns from any and all claims, demands, actions, causes of action, liabilities, damages and expenses arising out of or related to the Engagement through the Rescission Effective Date.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement have been duly authorized; and (c) this Agreement constitutes a valid and binding obligation of the party enforceable in accordance with its terms.

5. CONFIDENTIALITY

The parties agree that the terms and existence of this Agreement, and any negotiations leading hereto, shall be kept confidential by the parties, except to the extent disclosure is required by applicable law or necessary to enforce this Agreement. Each party shall use reasonable measures to prevent disclosure of such information.

6. NO ADMISSION OF LIABILITY

The parties expressly agree that nothing contained in this Agreement shall be construed as an admission by either party of any liability, fault, or wrongdoing, and such matters shall not be admissible in evidence for any purpose other than enforcement of this Agreement.

7. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

8. AMENDMENTS; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument signed by both parties. No failure or delay by any party in exercising any right under this Agreement shall operate as a waiver of that right unless such waiver is in writing and signed by the party waiving enforcement.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement 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. Signatures transmitted by electronic means (including scanned or electronically signed copies) shall be deemed original signatures for all purposes.

12. REMEDIES

The remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity. The parties agree that a breach of the confidentiality obligations herein may cause irreparable harm for which monetary damages would be inadequate and that either party shall be entitled to seek injunctive relief in addition to other remedies.

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